Davies Governance Insights – September 2022

Davies Governance Insights analyzes the top trends and issues most important to Canadian public companies and provides practical guidance for boards to meet these challenges head on.

In this edition:

  • Ten Regulatory and Judicial Developments That GCs and Boards Need to Know examines key developments relating to activist short selling, financial disclosure, special committees, fairness opinions, climate disclosure, MAE clauses and more.
  • Bulletproofing Your Board Against Oppression Claims provides an overview of oppression claims, the situations in which they arise and practical steps that boards can take to protect themselves.
  • CEO Succession Trends and Best Practices analyzes recent trends in CEO departures in Canada and the United States, core disclosure considerations and best practices in ongoing planning strategies.
  • True Majority Voting for CBCA Public Companies: Is Your Board Ready? addresses commonly asked questions and key considerations for companies that are subject to the new majority voting regime for uncontested director elections.
  • Competing Frameworks: Mandatory Climate Disclosure Is (Almost) Here compares the proposals of the Canadian Securities Administrators with the more stringent rules proposed by U.S. and international regulators.

Read our report.


Seeing Green: Sustainability Remains of Interest to the Competition Bureau

Oct. 03, 2022 - Canada’s Competition Bureau (Bureau) hosted a summit in late September, its first in-person event in more than two years. The summit explored the intersection between competition law and environmental and sustainability objectives, indicating that this area remains a high enforcement priority for...

Citibank Gets Its Money Back

Sept. 15, 2022 - A February 16, 2021 decision of the United States District Court for the Southern District of New York held, in In re Citibank August 11, 2020 Wire Transfers, 520 F. Supp. 3d 390, that lenders who received almost $900 million mistakenly wired to them by Citibank (the administrative...