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In a recent bench ruling in Re Plains Exploration, the Delaware Court held that a special committee was not required to take the lead in merger negotiations in circumstances where almost all of the members of the board were independent and free from conflict in connection with the transaction.

In a low commodity price environment, it may become tempting for management and the board to reduce their focus on legal compliance in an effort to conserve resources.

The Canadian Coalition for Good Governance (CCGG) recently published its 2009 edition of Best Practices in Disclosure of Director Related Information, a guide intended to "improve disclosure about directors." According to the CCGG, the purpose of the document is to "recommend disclosure practices that exceed the minimum requirements set out in the regulations."

In December 2016, new record keeping obligations were imposed by way of amendments to the Ontario Business Corporations Act (the "OBCA"); the Ontario Corporations Act (the "CA"); and the Ontario Not-for-Profit Corporations Act, 2010.

Understanding directors' personal liability for tax assessments in Canada. Discover the legal framework that applies to corporate directors.

Business corporations laws and stock exchange policies mandate that issuers hold annual general meetings (AGM) and set requirements for when and how those meetings must take place.

D&O insurance will protect acting directors and officers, but it does not necessarily cover former directors and officers.

This article is part of a series on the new Ontario Not-for-Profit Corporations Act, 2010 (ONCA), which will replace the current Ontario Corporations Act (OCA) in governing charities and not-for-profits...

On July 21 2016, the CEOs of thirteen high-profile public companies, asset managers and pension and mutual funds released the Commonsense Principles of Corporate Governance.

Analysts are predicting a challenging year for many business owners. So what does this mean for you?

On November 12, 2019, staff of the securities regulatory authorities in Ontario, British Columbia, Quebec, New Brunswick, Saskatchewan, Manitoba and Nova Scotia

Although the COVID-19 pandemic persists all across the country, emergency measures in effect from March 13, 2020 to December 31, 2020 permitting federal business and not-for-profit corporations...

Members of a board of directors play a crucial role in the decision making processes of a company, which shape the company's practices, strategies, future goals and overall success.

On January 31, 2023, the Canadian Securities Administrators published an exemption for reporting issuers incorporated under the Canada Business Corporations Act (the "CBCA")...

There are arguments against dissident shareholders providing their director nominees with a future incentive if share price increases following such nominee’s election to the board.

Corporate decision-making has never been a process to be taken lightly, but in the context of a crisis, where officers and directors must decide complex and urgent matters, the decision-making process to be followed is crucial.

The role of directors is more challenging than ever given increased volatility and competitive pressures in the business environment coupled with a legal framework that is imperfectly aligned

In October 2021, the Not-for-Profit Corporations Act, 2010 ("ONCA") came into force. Not-for-profit corporations incorporated in Ontario will have a three year transition period to make changes...