Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Tag Archives: CBCA

Hostile Plan of Arrangement Application to be Heard in Alberta 

Posted in Contested Situations, Corporate Governance, Mergers & Acquisitions, Securities, Securities Litigation
On March 7, 2017, 1891868 Alberta Ltd., a wholly-owned indirect subsidiary of Sprott Inc. (Sprott, and together with its wholly-owned subsidiaries, Sprott Group), filed an originating application (Application) in the Court of Queen’s Bench of Alberta (Court) for an order approving a proposed plan of arrangement (Arrangement) with Central Fund of Canada Limited (Target), Sprott… Continue Reading

Should Securities Regulators Play a Larger Role in Canadian Capital Markets?

Posted in Corporate Governance, Stock Exchanges
Investor Protection & Dual Class Share Structures The recent initial public offerings (IPOs) of major players in the Canadian market, including Aritzia in September 2016, Freshii in January 2017 and Canada Goose in March 2017, have sparked debate about the use of dual class share structures and whether regulatory reform is necessary in order to… Continue Reading

A Radical Shift to Say-On-Pay under OBCA’s Bill 101

Posted in Continuous & Timely Disclosure, Corporate Governance
Shareholder Control over Executive Compensation under Bill 101 Bill 101, An Act to Amend the Business Corporations Act (Bill 101), proposes a number of updates to the Ontario Business Corporations Act (OBCA). Introduced as a private member’s bill in early March, Bill 101 aims to shift power to shareholders through amendments in areas such as… Continue Reading

Cross-Border Bond Offerings – Implications of a “distribution to the public” under the Canada Business Corporations Act

Posted in Cross-Border, Investment Funds, Securities Regulatory Authorities
Economic Environment The volume of securities purchased by foreign investors in Canada has been steadily increasing in recent years.  While equity securities account for the majority of the increase, debt securities still comprise most of the foreign investment in Canada.[1]  Of these debt securities, corporate bonds attracted the largest increase in investment in 2016 compared… Continue Reading

Statutory Compliance, and the Continued Relevance of the Oppression Remedy, in the Wake of Mennillo v. Intramodal inc.

Posted in Contested Situations
In its decision Mennillo v. Intramodal inc., 2016 SCC 51 (Intramodal), the Supreme Court of Canada (Court) was asked whether a corporation’s failure to comply with statutory formalities was oppressive against a shareholder. The majority ruled that based on the facts the company’s failure to comply with certain Canada Business Corporation Act (CBCA) requirements did… Continue Reading

Bill C-25: sweeping changes to corporate governance

Posted in Corporate Governance, Directors & Officers, Elections of Directors, Stock Exchanges
Bill C-25: Major changes proposed to director elections and other governance matters for CBCA reporting issuers On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. Bill… Continue Reading

Results of Gender Diversity and Term Limit Disclosure Review Released

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Regulatory Authorities
Securities Regulatory Authorities Release Results of Gender Diversity and Term Limit Disclosure Review Securities regulatory authorities in Ontario and nine other provinces and territories of Canada published CSA Multilateral Staff Notice 58-308 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices on September… Continue Reading

Minister Moore Launches Consultation to Strengthen Canada’s Corporate Governance

Posted in Corporate Governance, Directors & Officers, Mergers & Acquisitions
On December 11, 2013, The Honourable James Moore, Minister of Industry, announced the launch of a public consultation on the Canada Business Corporations Act (CBCA) to help identify ways in which the CBCA can better promote important corporate governance policy objectives. The government listed the following issues that have been identified for review as part… Continue Reading