Corporate Governance - McMillan LLP

A number of high-profile incidents over the past decade have brought into question companies’ corporate ethics, bringing unprecedented public scrutiny to how organizations police themselves. Regulators, shareholders and the general public are demanding that organizations have corporate governance policies and procedures in place to ensure organization-wide cultures of candour and openness with all stakeholders.

Good corporate control requires organizations to combine solid legal understanding, sound ethical judgment and business practicality. The consequences of ineffective oversight can expose officers and directors to regulatory review and potential lawsuits. McMillan’s Business Law Group provides cutting edge advice to our public and private clients in matters related to corporate governance. Our lawyers combine a thorough understanding of applicable laws with corporate governance best practices, providing clients with a set of business solutions tailored to their particular needs, regardless of the size of the organization.

We believe that the best way to avoid a crisis is to plan for one. When a corporate governance crisis does arise, we marshal specialists from across our firm to deliver a comprehensive solution that helps restore and preserve the confidence of all stakeholders.

In particular, McMillan helps corporate clients lead by:

Implementing board and committee structures/charters
Assisting with responses to regulatory investigations
Ensuring ongoing regulatory compliance
Designing preventative measures to address hostile transactions
Assisting with timely continuous disclosure
Advising on directors/officers’ liabilities, indemnity and insurance
Assisting with shareholder relations and disputes
Advising on the need for, and the establishment of, independent or special committees
Designing internal and disclosure controls

Primary Contacts

View All Contacts

Paul D. Davis

Partner, Capital Markets & Securities | Mergers & Acquisitions | Chair of the Board of Partners

Toronto

paul.davis@mcmillan.ca Phone

416.307.4137

Leo Raffin

Partner, Capital Markets & Securities

Vancouver

leo.raffin@mcmillan.ca Phone

604.691.7450

Sandra Zhao

Partner, Capital Markets & Securities | Mergers & Acquisitions

Toronto

sandra.zhao@mcmillan.ca Phone

416.865.7808

Insights (117 Posts)

Reporting Issuers Need to be Factual and Balanced, Striving for Accurate and Comprehensive ESG reporting

The CSA cautions issuers against overly promotional "greenwashing" language in continuous disclosure in its biennial report - Staff Notice 51-364.

Nov 30, 2022

Can they really do that? Understanding the limits of governmental permitting and compliance powers

While every company strives to achieve constructive relations with regulators, sometimes this is not enough. In such cases, understanding the rules that apply to regulators and the limits of their powers can be essential to levelling the playing field.

Details

Wednesday, November 9, 2022

August 2022 Update: Upcoming Deadline for Pre-Existing Owners to file a Transparency Report on the Land Owner Transparency Registry

The deadline for Pre-Existing Owners to file a transparency report on the Land Owner Transparency Registry will occur on November 30, 2022.

Aug 24, 2022

OSFI Adds to its Existing Technology and Cyber Risk Requirements with Guideline B-13

OSFI issued final Guideline B-13 – Technology and Cyber Risk Management, key takeaways summarized.

Jul 26, 2022

Privacy Reform is on the Table Once More: Canada Introduces the Digital Charter Implementation Act, 2022

New federal privacy legislation has been introduced. If passed, Bill C-27 will materially change the legal landscape for privacy and data protection in Canada.

Jun 22, 2022

Bill 96: How changes to French language legislation will impact your Business Practices and Documentation

This webinar discusses the newly passed Bill 96 and its impacts on the day-to-day operations on companies doing business in Québec or otherwise interacting with Québec counterparties.

Details

Tuesday, June 21, 2022

Canada Poised to Increase Regulation of Forced Labour in Supply Chains

Developments in Canadian regulation of forced labour in supply chains and their potential impacts on Canadian businesses

Jun 7, 2022

OSFI’s Draft Guideline on Climate Risk Management Imposes New Disclosure Obligations on FRFIs

This bulletin summarizes OSFI's new draft guideline on climate risk management, paying particular attention to the disclosure requirements it imposes.

Jun 1, 2022

No Discovery Before Leave in Secondary Market Securities Actions

The Court in Kwong v. iAnthus denied a plaintiff's request for documentary discovery before he obtained leave to bring a secondary market securities action.

Apr 18, 2022

Spot the Difference: Mergers and Amalgamations in Corporate Transactions

Examining the difference between US "mergers" and Canadian "amalgamations" in corporate transactions, relevant for deal structuring and completing diligence.

Mar 2, 2022

Fiduciary Duties in Corporate Transactions: Expansion of Director’s Duties to Limited Partnerships & Liability of Knowing (Third Party) Assistants

The ONCA decision in Extreme Venture Partners Fund I LP v. Varma provides important guidance on acceptable standards of corporate conduct in Canada.

Feb 2, 2022

Plan for the Ban: Our New Year’s Update of Single-Use Plastics Bans Across Canada

This bulletin provides an updated summary of the current state of single-use plastics legislation across Canada.

Jan 18, 2022

Alberta Securities Commission Provides Guidance On Shareholder Rights Plans, Break Fees and Use of Equity Swaps in Take-over Bid Context

An Alberta decision has held that the use of swaps in a hostile take-over bid can be abusive, and added guidance on shareholder rights plans and break fees.

Jan 12, 2022

Will a Billion Dollar Termination Shift the M&A Landscape?

The authors discuss the Ontario Superior Court of Justice's decision in Cineplex v. Cineworld, a "busted deal" case about interim operating covenants.

Dec 17, 2021

Pilot Well-Known Seasoned Issuer Program Announced

Canadian securities regulators announce pilot program permitting a "well-known seasoned issuer" to streamline the filing of a base shelf prospectus process.

Dec 13, 2021

TSX Venture Exchange Amends Equity Compensation Policies

On November 24, 2021, the TSX Venture Exchange published a bulletin announcing amendments to its policies regarding security based compensation.

Dec 6, 2021

New Requirements Proposed for Private Ontario Corporations to Maintain Register of Individuals With “Significant Control”

Bill 43 proposes to amend the OBCA to require corporations to prepare and maintain a register of individuals with "significant control" over such corporations.

Nov 18, 2021

November 2021 Update: Extended Deadline for Pre-Existing Owners Filing a Transparency Report on the Land Owner Transparency Registry

On November 2, 2021, the deadline for Pre-Existing Owners to file a transparency report was extended from November 30, 2021 to November 30, 2022.

Nov 8, 2021

CSA Propose Standardized and Reinforced Climate-Related Disclosure — Primer on Proposed National Instrument NI 51-107 Disclosure of Climate-related Matters

McMillan Bulletin Proposed National Instrument 51-107 Disclosure of Climate-related Matters Canadian Securities Administrators Climate Change Disclosure

Oct 25, 2021

Major Canadian Banks Join Net-Zero Banking Alliance (NZBA) — Unpacking the Initiative and Net-Zero Commitments

On the eve of the 2021 United Nations Climate Change Conference, six of Canada’s largest banks announced they had signed on to the Net-Zero Banking Alliance.

Oct 21, 2021

China’s Arduous Path to CPTPP Accession – A Myriad of Obstacles with an Improbable Outcome

On September 16, 2021, China submitted its request to accede to the Comprehensive and Progressive Trans-Pacific Partnership (“CPTPP”).

Oct 13, 2021

McMillan’s ESG Strategy Sessions

The COVID-19 pandemic and increased concerns over environmental and social issues, such as climate change and systemic racism, have prompted conversations throughout global capital markets.

Details

Thursday, October 28, 2021

China’s New Sanctions Blocking Regime: Should Canadian Businesses in Hong Kong Be Worried?

On June 10, 2021, the Standing Committee of the Chinese National People’s Congress passed the Chinese Anti-Foreign Sanctions Law.

Sep 1, 2021

Canadians Heading to the Polls in a Federal Election. Is your Business Ready to Comply with the Canada Elections Act and Lobbying Act during the Campaign?

During the election period, for profit and non-profit companies and charities need to be aware of their Canada Elections Act and Lobbying Act obligations.

Aug 16, 2021

Ontario’s Lobbying Watchdog Wants Stronger, Clearer, Lobbyists Registration Act

Ontario's lobbying czar wants changes made to Ontario's lobbying law that will capture more activity and require more corporations and non-profits to comply.

Aug 10, 2021

The CSA Comes Full Circle to Protect the Vulnerable

Amended regulations by the CSA for registrants to protect older and vulnerable clients.

Jul 27, 2021

“Say on Climate” — Key Considerations in Implementing Shareholder Votes on Climate

Shareholder engagement on climate-related matters continues to grow across the globe, including Canada, these issues are a key focus area for public companies

Jul 16, 2021

Hazardous and Special Products Are Next In Line in Ontario’s Transition to a Producer Responsibility Model for Consumer Products

Ontario shifts end-of-life financial and operational responsibilities for hazardous and special products from municipalities to producers.

Jul 14, 2021

Making Sense of Non-GAAP Financial Measures

Capital market developments from the CSA regarding non-GAAP financial information.

Jun 30, 2021

Registering Copyrights as They Arise May Improve Chances of Future Success at Trial

Companies consider registering copyright as a potential dispute arises, but recent case law shows this may not be the best course of action to enforce IP rights

Jun 21, 2021

ICMA Green Bond Principles Undergo Minor Facelift

Legal news bulletin discussing recent changes to ICMA Green Bond Principles.

Jun 17, 2021

Ontario Repeals Canadian Residency Requirement for Directors

Amendments to the Ontario Business Corporations Act remove Canadian resident director requirement and ease rules for written shareholder resolutions.

Jun 15, 2021

June 2021 Update: British Columbia’s New Registry of Beneficial Ownership

Now that the Land Owner Transparency Registry is searchable by the public, it is important to understand the scope of its use, and its current limitations.

Jun 14, 2021

Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends

May 26, 2021

Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends (adapted to the Province of Québec)

May 26, 2021

The Canadian Capital Market is Psyched: An Update on the Growing Wave in the Psychedelics Industry

This bulletin provides an overview of the regulations surrounding psychedelics in Canada and psychedelics companies in the Canadian capital markets.

May 12, 2021

OSFI Issues Final IFRS 17 Regulatory Forms and Instructions for Federally Regulated Insurers

On April 30, 2021, OSFI released a letter to all FRIs advising that it has issued the final IFRS 17 Regulatory Forms and Instructions (the “Returns”)

May 8, 2021

April 30 Update: Amendments to Policy Statement 5 and Policy Statement 6- Extension of the Early Marketing Period in Response to COVID-19

This bulletin outlines the recently announced amendments to Policy Statement 5 and Policy Statement 6 by the Office of the Superintendent of Real Estate.

Apr 30, 2021

Court of Appeal Affirms Decision Limiting Employee Equity Entitlements

Ontario Court of Appeal updates the law on post-termination equity entitlements and reiterates the distinction between employee and shareholder rights.

Apr 27, 2021

Grabbing Headlines – NEO Introduces New ‘G-Corp’ to Provide Greater Opportunities for Capital Raising

NEO Exchange Inc. announces innovative listing offering to facilitate capital-raising opportunities for earlier stage and high growth companies.

Apr 19, 2021

Ontario Court of Appeal Interprets the TSX’s Majority Voting Requirement, Considers the Oppression Remedy, and Clarifies Set-off Rights

A recent decision of the Ontario Court of Appeal interprets the Toronto Stock Exchange requirement that listed companies adopt a majority voting policy.

Apr 16, 2021

Global Remote Working – What Employers Need to Know

This article provides an overview of the legal issues employers need to consider when implementing remote working in Canada.

Mar 29, 2021

Alberta Eliminates Director Residency Requirements

With the proclamation of the Red Tape Reduction Implementation Act (Alberta) into law on March 29, 2021, director residency requirements have been eliminated.

Mar 29, 2021

Lobbying Reform Déjà Vu? Canada’s Commissioner of Lobbying Recommends Heightened Obligations for Lobbyists Once Again

Canada’s Commissioner of Lobbying Submits Preliminary Recommendations to House of Commons Committee on federal Lobbying Act reform.

Mar 19, 2021

Ontario’s Capital Markets Modernization Taskforce Looks to Level the Playing Field

This bulletin focuses on Ontario’s Capital Markets Modernization Taskforce's recommendations aimed at ensuring a level playing field.

Mar 10, 2021

Capital Markets Modernization Taskforce Recommendations – Proxy System Corporate Governance and Mergers and Acquisitions

High-level overview and commentary on the recommendations set out in Section 2.4 of the Capital Markets Modernization Final Report

Mar 10, 2021

iAnthus Decision Changes the Landscape for Corporate Plans of Arrangement under the BCBCA by Permitting Third-Party Releases

The iAnthus decision affirmed by the Court of Appeal holds that a British Columbia company can use the BCBCA to restructure and obtain 3rd party releases.

Feb 23, 2021

Big Brother’s Access Limited – Canadian Privacy Commissioners Rule Clearview AI’s Facial Recognition Tool in Breach of Canadian Privacy Laws

Privacy Commissioners find Clearview AI's use of facial recognition software on images it scraped from the Internet to be in breach of privacy laws.

Feb 17, 2021

Canadian Regulators Remove Key Barrier to Distribution of Alternative Mutual Funds – New Courses Will Permit Mutual Fund Dealers/Registered Firms to Trade in Securities of Alternative Mutual Funds

Canadian securities regulators provide additional proficiency options for distributing alternative mutual funds

Jan 29, 2021

Keeping the CPTPP as a Spare Tire: The New and Different Automotive Rules of Origin Under the CUSMA and the CPTPP

USMCA, CUSMA, T-MEC, CPTPP, Free Trade Agreements, Automotive Industry, International Trade, Duties, Global Affairs Canada.

Dec 16, 2020

B.C. Technology Sector Makes the Grade – But Not Yet Top of the Class

In November 2020, KPMG released the B.C Tech Report Card 2020. The Report Card outlined the current state of the British Columbia technology sector.

Dec 2, 2020

SCC Holds Section 12 Charter Protection Against “Cruel or Unusual Treatment or Punishment” Not Applicable to Corporations

Summary of the recent Supreme Court of Canada decision of Quebec (Attorney General) v. 9147-0732 Québec inc. and implications on corporate liability.

Nov 10, 2020

Buyer Beware! Waiving Past Service Isn’t Possible under Employment Standards Legislation

Purchasers in commercial transactions are not entitled to contract out of their Employment Standards Act obligations for an employee's prior service.

Oct 16, 2020

Corporate Counsel CPD Webinar Series: Mental Health in a Legal Workplace – A Story from the Inside

Beth Beattie shares her personal story of living with bipolar disorder while working as a lawyer. She addresses the prevalence of mental illness in law offices and discusses the isolation and stigma associated with it especially during the era of COVID-19.

Details

October 6, 2020 - 12:30 pm to 1:30 pm ET

Sanctions Alert: Canada Reimposes Sanctions on Belarus

Canada announced on September 29, 2020, that it would re-impose more targeted economic sanctions against Belarusian high-ranking public officials

Sep 30, 2020

Competition Bureau Invites Comments to Revisions to the Competitor Collaboration Guidelines

The Competition Bureau recently released a draft revision of the Competition Collaboration Guidelines and is
inviting comments in a public consultation.

Aug 5, 2020

Alberta’s New Liability Management Framework: A Teaser of What’s Coming

Government of Alberta announces changes to the regulatory regime that governs oil and gas liabilities.

Aug 4, 2020

Managing Construction Risk in 2020 and Beyond – The Pursuit of Success and the Art of Avoiding the Train Wreck

Understanding how these relationships develop through contractual language, the construction process itself, and the resolution of disputes positions parties to allocate risk effectively, build strong relationships, and complete projects successfully.

Jul 21, 2020

Implementing a Cap on Employee Stock Option Deductions

In Budget 2019, the Government announced its intention to propose legislation that would introduce an annual cap on certain employee stock option grants that may be eligible for certain tax-preferred treatment.

Jul 16, 2020

Material Adverse Effect Clauses in a COVID-19 World

Review and analysis of recent developments where parties try to rely on MAE clauses as a mechanism to avoid closing a transaction.

Jun 23, 2020

Understanding Securities Law Impacts on Emerging Market Issuer Directors and Officers

Any current or aspiring director or officer of a Canadian-listed company with operations in Asia, South America, Africa and Eastern Europe will find this presentation of eminent value.

Details

June 17, 2020 - 9:00 am to 10:00 am ET

A New Look for Corporate Social Responsibility: British Columbia Introduces the Benefit Company

An introduction to the new "benefit company" structure being introduced to the British Columbia Business Corporations Act.

Jun 5, 2020

Charities and Not-for-profit Corporations – AGM Challenges and Solutions During COVID-19 Outbreak

Guidance to non-share capital corporations and charities on how to address upcoming membership meetings in light of COVID-19 social distancing restrictions.

May 18, 2020

May 1 Update: COVID 19: Temporary Relief of Corporate Requirements for Shareholder and Director Meetings

The provinces and federal government provide temporary measures to ease corporate compliance with legislative requirements and facilitate decision-making.

May 1, 2020

Update – British Columbia Business Corporations Act Transparency Register Requirements Extended to October 1, 2020

Update To The New Transparency Requirements: Private Companies in British Columbia Now Required To Collect And Disclose Shareholder Information

Apr 20, 2020

Significant Regulatory Relief for Market Participants Announced in Response to COVID-19

Securities regulators, stock exchanges and business registries have taken significant steps provide relief to Canadian companies in response to COVID-19

Apr 13, 2020

Protecting Against Shareholder Activism in Uncertain Times

The aftermath of the COVID-19 pandemic will provide unprecedented opportunities for shareholder activism and companies will need to prepare for coming campaigns.

Apr 6, 2020

Asking Lenders for Time to Deal with COVID-19 Problems

Guide for borrowers to discussing loan defaults and additional credit support with lenders.

Mar 31, 2020

COVID-19: Alberta Government Announces List of Essential Services

Alberta's Government has published lists of essential services and non-essential places of business not permitted to
offer or provide services to the public.

Mar 29, 2020

CSA Provides Guidance on Conducting Shareholder Meetings During COVID-19 Pandemic

On March 20, 2020, the CSA published guidance providing direction to issuers conducting shareholder meetings during the COVID-19 pandemic.

Mar 25, 2020

Unbearable Lite-ness: Lenders’ Remedies in the Age of Missing Covenants

The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.

Mar 23, 2020

Coronavirus: Harbinger of a New (Old) Approach to Restructuring in Canada?

Restructuring options and challenges in the time of COVID-19.

Mar 20, 2020

CSA to Provide Temporary Relief From Regulatory Filing Obligations Due to COVID-19

In light of concerns relating to COVID-19, the CSA will provide a 45-day extension for certain periodic filings normally required to be made by issuers.

Mar 19, 2020

COVID-19 Pandemic Prompts Canadian Companies to Consider Virtual Shareholder Meetings

In light of concerns relating to COVID-19, this bulletin provides Canadian companies guidance on holding electronic or virtual shareholder meetings.

Mar 17, 2020

Coronavirus – A Preparedness and Response Guide for Canadian Businesses

What steps should corporations take to mitigate the risks posed by COVID-19 to the health and safety of their workforce and contractual obligations.

Mar 9, 2020

Will Modern Slavery Legislation Become a Reality in Canada?

Description of proposed modern slavery legislation in Canada that aims to address the issue of forced and child
labor in supply chains.

Mar 3, 2020

Supreme Court of Canada Opens the Door to Novel International Human Rights Claims: The Uncertain Implications for Canadian Resource Companies

In its 5-4 decision in Nevsun Resources Ltd., the Supreme Court of Canada has given Canadian courts the green light to develop new forms of civil liability.

Mar 2, 2020

How Should AI be Regulated in Canada? Speak now, or forever hold your peace!

Many organizations recognize the potential benefits that artificial intelligence can bring to their business. Canadian regulations coming sooner than later.

Feb 24, 2020

Canadians are Friendlier: Shareholder Proposal Regime in the U.S. Could Soon Be More Restrictive

As the Securities Exchange Commission seeks to change the shareholder proposal regime in the U.S., we compare the proposed amendments to the Canadian regime.

Feb 4, 2020

New Transparency Requirements: Private Companies in British Columbia Now Required to Collect and Disclose Shareholder Information

Amendments to British Columbia Business Corporations Act require all privately held companies to maintain transparency registers of all significant individuals.

Jan 31, 2020

Challenges and Opportunities for Canadian Investors in Brazilian Insolvency Proceedings: Lessons from the IBA’s 2019 Global Restructuring Conference

The authors discuss unique aspects of Brazil's insolvency regime relevant for Canadian investors, including the role of equity, DIP loans, and jurisdiction.

Jan 21, 2020

Amendments to the CCAA, BIA and CBCA Now in Force

Authors discuss changes in 2019 to Canadian corporate and restructuring statutes and their possible implications for insolvency practice in Canada

Nov 19, 2019

Hong Kong Issues DIPN No. 58 on Transfer Pricing Documentation Requirements

The IRD issued DIPN 58 on July 19, 2019 explaining the transfer pricing documentation requirements in Hong Kong.

Oct 1, 2019

New Requirements for CBCA Corporations: June 2019 Amendments

The federal government has passed Bill C-97, which amends the Canada Business Corporations Act (“CBCA”).

Jul 11, 2019

The Next Phase of Canadian Cannabis: What to Expect in 2019 and Beyond

On June 14, 2019, Health Canada unveiled its Final Regulations for New Cannabis Products

Jun 21, 2019

TOP TWELVE THINGS TO KNOW – New Canadian Trademarks Act June 17, 2019

On June 17, 2019 major changes to Canada’s Trademarks Act will come into force.

Jun 4, 2019

Proposed Digital Charter Could Bring Sweeping Changes to Canadian Privacy Laws

On May 21, 2019, the Canadian federal government released a proposed Digital Charter

May 23, 2019

On the Record: Private Corporations in British Columbia Will Soon be Required to Collect and Disclose Shareholder Information

On April 2, 2019, the Government of British Columbia (the “Government”) introduced Bill 24, the Business Corporations Amendment Act, 2019 (the “Bill”).

May 16, 2019

Canadian Corporate & Restructuring Legislation: Changes Could be on the Way

Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.

May 10, 2019

What Does This Letter From The Ontario Securities Commission Mean?

A company contacted by the Enforcement Branch of the Ontario Securities Commission (“Commission”) is often unfamiliar with the context of the document that it has received.

Feb 7, 2019

Starting in June 2019, Private CBCA Corporations Required to Gather and Record Detailed Information About Their Shareholders

Bill C-86, the Budget Implementation Act, 2018, No. 2, received Royal Assent on December 13, 2018.

Dec 13, 2018

CSA Considers Reforms to the Syndicated Mortgage Regime and Seeks Input from Industry Participants

May 10, 2018

Amending the Canada Business Corporations Act– Bill C-25 Receives Royal Assent

Amendments will amend requirements regarding the election of directors, make mandatory certain diversity disclosure and impact shareholder communications for federally-regulated public companies

May 9, 2018

Securities Regulators Looking for Market Commentary on Soliciting Dealer Agreements

April 12 2018 Canadian Securities Administrators publish CSA Staff Notice 61-303 and Request for Comment Soliciting Dealer Arrangements to deepen understanding of use of soliciting dealer arrangements

Apr 18, 2018

In Aurora, Securities Regulators Affirm the New Take-over Bid Regime and Signal that Exemptive Relief under the New Regime will Prove to be Difficult and that Tactical Shareholder Rights Plans may be Extinct

The OSC and the FCAAS released their reasons for the orders granted concerning the hostile take-over bid by Aurora Cannabis Inc. for CanniMed Therapeutics Inc.

Mar 20, 2018

May 11, 2016 - 12:00 PM to 1:30 PM

Delivery Like It’s 1999: Ontario Proposes Update to Franchise Disclosure Law

Delivery Like It's 1999: Ontario Proposes Update to Franchise Disclosure Law

Apr 26, 2016

In this Great Future, You Can’t Forget Your Past – Update to the Government of Canada’s Integrity Regime Provides Clarity, Includes General Anti-Avoidance Provisions

In this Great Future, You Cant Forget Your Past – Update to the Government of Canadas Integrity Regime Provides Clarity, Includes General Anti-Avoidance Provisions

Apr 6, 2016

Limited Partnerships: When to Head to Manitoba and When to Stay at Home?

Mar 12, 2015