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ARTICLE · 25 OCTOBER 2022

CBCA Amendments Take Effect August 31, 2022

Compliance with the CBCA amendments need not be outlined in a majority voting policy of the issuer.

CanadaCorporate/Commercial Law

Amendments to the Canada Business Corporations Act (CBCA) that impose majority voting requirements, annual director terms, a prohibition on slate voting and a change to the period during which shareholders must deliver proposals to be included in an issuer's proxy circular take effect on August 31, 2022.

As we have previously discussed, for CBCA-incorporated issuers, effective August 31, 2022, long anticipated amendments to the CBCA will require that:

  • Reporting issuers allow shareholders to vote "for" or "against" individual director nominees in uncontested elections rather than "for" or "withhold";
  • A director of a reporting issuer be elected by a majority of votes cast at the meeting in respect of the director's election, unless otherwise required by the issuers' articles;

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