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ARTICLE · 15 JULY 2019

CBCA Amendments Codify Best Interests Considerations

Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
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The federal government's omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer.

CanadaCorporate/Commercial Law

The federal government's omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain significant amendments to the Canada Business Corporations Act (CBCA) are now in force, while further amendments are subject to being proclaimed into force by the Governor in Council.

These CBCA amendments codify into statute some of the principles relating to directors' duties set out in the Supreme Court of Canada (SCC) 2008 decision BCE Inc. v. 1976 Debentureholders (BCE). They also require that certain CBCA corporations develop an approach to remuneration, hold an annual advisory "say-on-pay" vote, and provide annual disclosures on diversity (including, but not be limited to, Aboriginal Peoples, persons with disabilities, members of visible minorities ― each as defined by the federal Employment Equity Act), compensation clawback mechanisms and

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