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.


Canada Imposes Forced and Child Labour Reporting Obligations

May 05, 2023 - The House of Commons has adopted Bill S-211, whose short title is Fighting Against Forced Labour and Child Labour in Supply Chains Act (the Bill). The Bill, which was adopted on May 3, 2023, will become law as soon as it receives royal assent and will enter into force on January 1, 2024....

OBCA Changes Could Be Used to Restrict Shareholder Rights

Apr. 28, 2023 - The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The inclusion of a provision that authorizes corporations to limit...