Tag archives: Canada Business Corporations Act

Federal government proposes changes to corporate law: What it means for corporate governance and shareholder activism

On September 28, 2016, Canada’s federal government introduced a bill proposing amendments (the Amendments) to the Canada Business Corporations Act (the CBCA), among other acts. The Amendments include new requirements for electing directors, mandatory diversity disclosure, and changes to shareholder communications. These proposed changes, if enacted, will have significant effects on corporate governance and shareholder activism in Canada. Here are some of the key things issuers and investors will need to know.

 Election of directors

 The Amendments introduce several changes to the election of directors. They will require publicly traded corporations, with some prescribed exceptions, to:

  • hold
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Hot topic: Proxy access

The Canadian Coalition for Good Governance (the “CCGG”) has stated that proxy access is high on their agenda. Proxy access generally refers to the ability of shareholders to nominate their own candidates for the board and have those nominees included in management proxy materials alongside management nominees. The CCGG is in the process of drafting its policy on the topic.

Stephen Erlichman, the Executive Director of the CCGG, summarized the CCGG’s concerns with the current Canadian proxy access approach:

“We have no proxy access in Canada other than this provision in most of the corporate statutes that … Continue Reading

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