ArticleGood Governance Part 3: The ImportanceAny time an organization runs into a problem, the board of directors is the center of attention.CanadaCorporate/Commercial LawDiliTrust Canada Inc.
ArticleI'm Starting A Business, What Do I Need?If you're wondering what it takes to start a business right, our business team has you covered.CanadaCorporate/Commercial LawNelligan Law
ArticleKey Priorities For Boards In 2022The role of directors is more interesting and challenging than ever—the dynamic nature of the pandemic and shifting global markets mean continued uncertainty and persistent evolution in the way corporations do business.
ArticleNo Veil To Hide Behind: Personal Liability For Corporate FraudThe Ontario Court of Appeal has delivered a landmark ruling that fundamentally reshapes personal liability for corporate officers and directors involved in fraudulent conduct.CanadaCorporate/Commercial LawLenczner Slaght
ArticleOntario's Proposed Changes To Modernize The Business Corporations ActSchedule 1 to the Bill contains the proposed amendments to the OBCA. TCanadaCorporate/Commercial LawMinden Gross LLP
ArticleProposed Ontario Legislation Would Strengthen Shareholder Rights And Board DiversitySay-on-pay, board diversity and majority voting requirements are among the key proposals aimed at modernizing the Business Corporations Act (Ontario) in the recently introduced Bill 101, Enhancing Shareholder Rights Act, 2017.CanadaCorporate/Commercial LawStikeman Elliott LLP
ArticleProxy Advisors Update Canadian Voting Guidelines For 2025In late 2024, Institutional Shareholder Services (ISS) and Glass Lewis, two leading North American proxy advisory firms, updated their benchmark proxy voting guidelines ahead of the 2025 proxy season.CanadaCorporate/Commercial LawGoodmans LLP
ArticleRelying On Counsel Doesn't Excuse Illegal Share DistributionsThis case underlines that relying on advice from legal counsel will not excuse you from liability for non-compliance with securities legislation.CanadaCorporate/Commercial LawStikeman Elliott LLP
ArticleShareholder Disputes: When A Violation Of A Shareholder’s Right Leads To Punitive DamagesWhen shareholders refuse to recognize a co-owner's status and systematically exclude them from corporate affairs, what legal remedies are available? This case explores how Quebec's Charter of Human Rights and Freedoms protects shareholder property rights and when courts will award punitive damages for intentional violations in oppression remedy disputes. CanadaCorporate/Commercial LawBCF Business Law
ArticleShareholders Have Their Say: Say On Pay Developments In U.S. And CanadaThe Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) calls for mandatory say-on-pay votes at all annual meetings of U.S. issuers and certain foreign issuers that are subject to the Securities and Exchange Commission’s (SEC) proxy rules.CanadaCorporate/Commercial LawOsler, Hoskin & Harcourt LLP
ArticleSPECIAL RELEASE Re Proclamation Of Not-For-Profit Corporations Act, 2010 (Ontario) (The "ONCA") ONCA Will Be Proclaimed October 19, 2021The Government of Ontario has just announced that the ONCA will be coming into effect on October 19, 2021. The lengthy delay since the ONCA was passed in 2010...CanadaCorporate/Commercial LawGardiner Roberts LLP
ArticleSupreme Court Ruling On Disclosure ObligationLast October 12th, the Supreme Court dismissed the investors' appeal, who, by way of a class proceeding, were alleging wrongdoing on the part of Danier Leather Inc. (Danier) for omitting to disclose poor intra-quarterly results before the closing of its initial public offering.CanadaCorporate/Commercial LawGowling WLG
ArticleThe Risks of Being a DirectorDespite the intensity of continuing public discussion of corporate governance issues, remarkably little attention has been paid to the liability position of individual directors. We believe this will change. Directors are increasingly realizing that "it can’t happen to me" is a dangerous and even foolhardy approach. It can happen to you, no matter how conscientious you are.CanadaCorporate/Commercial LawTorys
ArticleThe Unanimous Shareholder Agreement: More Than Just A Difference In TerminologyYou are no doubt familiar with the term "unanimous shareholder agreement". But you may be under the impression that it is simply an alternate version of the term "shareholder agreement". CanadaCorporate/Commercial LawLanglois Avocats
ArticleThe Virtual Reality Of COVID-19: Is Your Company Prepared To Hold Its Annual General Shareholders Meeting Virtually?In the ever-changing climate of health risks and uncertainty surrounding the developing global outbreak of COVID-19 (coronavirus) and with shareholder meeting season fast approaching,...CanadaCorporate/Commercial LawMLT Aikins LLP
ArticleTop 10 Compliance Tips For Your 2026 Report Under The Supply Chains ActOn January 1, 2026, Public Safety Canada opened its portal for the filing of reports under the Fighting Against Forced Labour and Child Labour in Supply Chains Act...CanadaCorporate/Commercial LawGowling WLG
ArticleToronto Stock Exchange Provides Guidance On Majority Voting And Advance Notice PoliciesOn March 9, 2017, the Toronto Stock Exchange (TSX) published a new Staff Notice regarding its review of listed issuers' use of majority voting policies and advance notice policies/bylaws. CanadaCorporate/Commercial LawGoodmans LLP
ArticleTSX Annual Director Election Rule Change Begins Affecting Australian Incorporated IssuersOn December 31, 2012, the Toronto Stock Exchange made amendments to the Company Manual to require, among other things, that TSX listed issuers elect all directors annually. CanadaCorporate/Commercial LawStikeman Elliott LLP
ArticleWhen Does A Corporation "Discover" A Wrong By The Controlling Board Of Directors?Limitation periods set defined time limits on when someone must commence a lawsuit once they discover they have been wronged. If a lawsuit is not brought within the limitation period...CanadaCorporate/Commercial LawMLT Aikins LLP
ArticleSpam – Employer's LiabilityIn July of this year, private rights of action under Canada's Anti-Spam Legislation will come into force. CanadaEmployment and HRDale & Lessmann LLP