Tag archives: corporate governance

The Digital Dilemma: Cybersecurity and Boardroom Best Practices in the Technological Age

Earlier this year, Commissioner Robert Jackson Jr. of the US Securities and Exchange Commission declared that cybersecurity is “the most pressing issue in corporate governance today.” Indeed, widespread digitization has fundamentally transformed the way that people do business, ushering in new heights of efficiency and connectivity. It has also created significant risk management issues for … Continue reading

Activist Insight Monthly features interview with Co-Chairs of Canadian Special Situations team

This month’s edition of Activist Insight Monthly, which focuses on Canada, features an in-depth interview with Walied Soliman and Orestes Pasparakis, Co-Chairs of Norton Rose Fulbright’s Canadian Special Situations team. The interview focuses on recent trends our team is seeing in the Canadian marketplace, including activist short selling, settlements, and the continued rise of “nice” activists. The … Continue reading

Corporate Governance in the Cannabis Sector

Since the introduction of Bill C-45 to legalize the production, distribution and sale of cannabis for recreational use, the cannabis sector (the Sector) has been thriving. Despite many unknowns and uncertainties surrounding the Sector, investors appear unfazed as share prices continue to surge. Some key features of the Sector Even though Bill C-45 has not … Continue reading

Best Practices for Board Oversight and Disclosure of Environmental and Social Issues

In a recent post, we discussed investors’ growing interest in environmental and social (E&S) governance. As a recent report published by the Canadian Coalition for Good Governance (CCGG) demonstrates, public company boards are no less attentive to growing shareholder interest in E&S issues. The Directors’ E&S Guidebook (Guidebook), which is the product of consultations with … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee … Continue reading

Trends in Environmental Social Governance

Corporations are facing increasing pressure to offer more transparency and disclosure with respect to their governance practices that promote environmental and social sustainability. This year’s trends in Environment Social Governance (ESG) in the context of Canadian corporate governance indicate that more and more corporations are including ESG as part of their core mandates and that … Continue reading

Governance Oversight – Is Your Board An Active One?

In a recent interview with Christopher P. Skroupa on Forbes.com, Walied Soliman (Chair of Norton Rose Fulbright Canada, LLP and Co-Chair of Norton Rose Fulbright’s Canadian special situations team) weighs in on what it means to be an active director. The interview can be viewed here. Stay connected with Special Situations Law and subscribe to the blog … Continue reading

5 Key Developments in Canadian Corporate Governance Rules in 2017

Members of Norton Rose Fulbright’s Canadian Special Situations team have published an article on the firm’s website highlighting key developments in Canadian corporate governance rules in 2017. The article can be found here: http://www.nortonrosefulbright.com/files/ca-5-key-developments-in-canadian-corporate-governance-rules-in-2017-161267.pdf. Stay connected with Special Situations Law and subscribe to the blog today.  … Continue reading

Overboard, under deliver?

We recently reported that Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Policy Update), which, among other things, establishes modified guidelines for determining whether a director serving on the board of multiple public companies is “overboarded”. Starting in 2019, ISS will recommend a withhold vote for (1) directors of TSX-listed … Continue reading

Environmental, social and governance (ESG) practices are paving their way into the mainstream

As discussed in our earlier blog post, the Kingsdale Advisors’ (Kingsdale) annual Proxy Season Review for 2017 identified ESG trends as one of several issues on the horizon for public companies. Kingsdale noted that heightened scrutiny from investors could translate into a demand for enhanced disclosure on the part of issuers. The three factors that … Continue reading

Trends and predictions in Canadian proxy contests

Kingsdale Advisors (Kingsdale) recently released its annual Proxy Season Review for 2017. The report examines trends observed in 2017 and provides analysis on what the future may hold for Canadian proxy contests. The report also outlines strategic recommendations for Canadian companies. Looking back – trends from 2017 Shareholder activism: alive and well. Kingsdale reports that … Continue reading

Investors heating up the conversation on climate change

Shareholders are placing increased value on non-financial factors when making investment decisions. Some of these factors are environmental and social issues. In particular, shareholder proposals on climate change have recently gained some traction. In 2016, a record breaking number of climate change resolutions were filed. This shift in focus is attributed to the 2015 Paris … Continue reading

How independent are independent directors?

Board independence is a pillar of good corporate governance. It ensures that a corporation’s management is properly monitored and that the corporation’s decisions effectively balance the various stakeholders’ interests. Over the past decades, Canadian regulators (with support from investors) have required companies to increase the number of independent directors on their boards and have created … Continue reading

The CCGG’s stewardship principles

Last month, the Canadian Coalition for Good Governance (CCGG) published its new Stewardship Principles paper designed to assist institutional investors fulfil their responsibilities to their beneficiaries or clients and enhance the value of their investments. The principles reflect what the CCGG believes are appropriate stewardship responsibilities for institutions investing in Canadian public equities and are … Continue reading

Board watch: more complexity, more committees

As a result of the increasing and ever-evolving responsibilities falling on the shoulders of boards of directors, the traditional three key committee model (covering audit and financial reporting, executive compensation, and director nominations and board succession planning) can be inadequate. The creation of additional committees has been one way to manage the burden.  According to … Continue reading

Institutional investors managing US $17 trillion announce new corporate governance framework

In a move likely to have significant impacts on corporate governance, a group of institutional investors managing upwards of US $17 trillion has announced the formation of the Investor Stewardship Group (the Group). The Group has adopted a framework of certain non-binding investor-friendly principles, many of which are either common or already legally recognized in … Continue reading

Corporate governance at top of mind for investors

A recent article from IR Magazine, “Governance crucial factor for nine in ten Canadian investors” (the Article), highlights just how much emphasis Canadian investors place on good corporate governance. Canadian companies would be smart to take heed and ensure their corporate governance is in line with accepted good practices. The Article reports that, of the … Continue reading

Forum selection by-law

On May 14, 2015, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright’s Special Situations Team, were joined by Cathy Singer and Ruth Wahl, Senior Partners at Norton Rose Fulbright, to host a webinar, “Important Corporate Governance Development: Forum Selection By-law”. As discussed during the webinar, proposed text for a forum selection by-law can be found here.  A copy … Continue reading
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