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The Alberta Court of Appeal has recently released a decision that adds much needed clarity to when an officer or director of a corporation will be personally liable for torts committed by a corporation.

Certain Canadian securities regulators recently issued guidance on disclosure expectations for reporting issuers in the cannabis industry.

Several hostile take-over bids making headlines across Canada have taken place this year.

The U.S. Securities and Exchange Commission has proposed new rules to require U.S. companies to provide their shareholders with non-binding votes on executive compensation ("say-on-pay") and compensation in connection with changes in control ("golden parachute" compensation).

2014 saw a number of significant developments in Canadian securities law, including the adoption of the new disclosure requirements addressing gender diversity on boards and senior management positions, adoption of new capital-raising prospectus exemption, proposed amendments to the take-over bid regime, and proposed amendments to the early warning regime.

Shareholder activism continues to evolve in Canada. As the tactics of activists have become increasingly sophisticated, boards have responded by expanding and refining their defensive tactics.

Compared to the record setting year of 2015, shareholder activism in Canada in 2016 returned back to historic levels, with the mining and energy sectors being most frequently targeted by activists.

In September 2012, we reported that the Supreme Court of British Columbia had rendered a judgment confirming that a corporate policy imposing an advance nomination process for a shareholders’ meeting was reasonable and did not infringe the shareholders' rights relating to the election of the corporation's directors.

A recent paper by ICSA: The Governance Institute and the Investment Association, entitled The Stakeholder Voice in Board Decision Making...

As in all oppression cases, the decision was highly fact specific. However, it did clarify some uncertainty that had arisen in the law since Budd...

On July 13, 2017, the Supreme Court of Canada (SCC) unanimously reaffirmed that a corporation's directors may be personally liable in an oppression action, and set out the criteria...

On September 14, 2017, Bill 154, The Cutting Unnecessary Red Tape Act, 2017 passed first reading.

One of the main pillars of good corporate governance in Canada is the independence of the board. So, it should be fairly straightforward for everyone to identify what exactly is an independent director. But it is not.

On February 13, 2014, the Toronto Stock Exchange (TSX) announced that it had received the Ontario Securities Commission’s approval to proceed with amendments to the TSX Company Manual (the 2014 Amendments) to require all TSX-listed issuers to adopt majority voting for the election of directors.

As highlighted in a recent statement [PDF] by the United Nations Special Rapporteur on Contemporary Forms of Modern Slavery (UNSR), Canada's record of white-collar crime enforcement remains the subject of criticism domestically and internationally.

In the present case, the court concluded that Mr. Wilson was personally liable for the oppression for the following reasons.

As the COVID-19 pandemic continues to wear on, corporations must remain vigilant against the increased risk of fraud. Unfortunately, due to the covert nature of many fraudulent schemes, the full extent...