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ARTICLE · 30 APRIL 2019

CBCA To Be Amended To Codify BCE Decision And Give Shareholders A Say-On-Pay

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The federal government introduced Bill C-97 on April 8 to implement measures announced in its 2019 budget. The key measures affecting CBCA companies include:

CanadaCorporate/Commercial Law
Glen Johnson
Glen Johnson
James Tory
James Tory
Rima Ramchandani
Rima Ramchandani
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The federal government introduced Bill C-97 on April 8 to implement measures announced in its 2019 budget. The key measures affecting CBCA companies include:

  • codifying elements of the Supreme Court of Canada's (SCC) decision in BCE Inc. v 1976 Debentureholders (BCE) regarding directors' and officers' duty to act in the best interests of the corporation;
  • adding enforcement provisions to the new share register requirements;
  • at annual meetings, requiring companies to conduct a non-binding shareholder vote on the company's approach to executive compensation (say-on-pay); and
  • requiring companies to disclose information about clawbacks of executive compensation and about the well-being of employees, retirees and pensioners.

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