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
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.
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.
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.
OSFI issued final Guideline B-13 – Technology and Cyber Risk Management, key takeaways summarized.
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.
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.
Developments in Canadian regulation of forced labour in supply chains and their potential impacts on Canadian businesses
This bulletin summarizes OSFI's new draft guideline on climate risk management, paying particular attention to the disclosure requirements it imposes.
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.
Examining the difference between US "mergers" and Canadian "amalgamations" in corporate transactions, relevant for deal structuring and completing diligence.
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.
This bulletin provides an updated summary of the current state of single-use plastics legislation across Canada.
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.
The authors discuss the Ontario Superior Court of Justice's decision in Cineplex v. Cineworld, a "busted deal" case about interim operating covenants.
Canadian securities regulators announce pilot program permitting a "well-known seasoned issuer" to streamline the filing of a base shelf prospectus process.
On November 24, 2021, the TSX Venture Exchange published a bulletin announcing amendments to its policies regarding security based compensation.
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.
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.
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
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.
On September 16, 2021, China submitted its request to accede to the Comprehensive and Progressive Trans-Pacific Partnership (“CPTPP”).
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.
On June 10, 2021, the Standing Committee of the Chinese National People’s Congress passed the Chinese Anti-Foreign Sanctions Law.
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.
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.
Amended regulations by the CSA for registrants to protect older and vulnerable clients.
Shareholder engagement on climate-related matters continues to grow across the globe, including Canada, these issues are a key focus area for public companies
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.
Capital market developments from the CSA regarding non-GAAP financial information.
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
Legal news bulletin discussing recent changes to ICMA Green Bond Principles.
Amendments to the Ontario Business Corporations Act remove Canadian resident director requirement and ease rules for written shareholder resolutions.
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.
Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends
Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends (adapted to the Province of Québec)
Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends (adapted to the Province of Québec)
This bulletin provides an overview of the regulations surrounding psychedelics in Canada and psychedelics companies in the Canadian capital markets.
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”)
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.
Ontario Court of Appeal updates the law on post-termination equity entitlements and reiterates the distinction between employee and shareholder rights.
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.
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.
This article provides an overview of the legal issues employers need to consider when implementing remote working in Canada.
With the proclamation of the Red Tape Reduction Implementation Act (Alberta) into law on March 29, 2021, director residency requirements have been eliminated.
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.
This bulletin focuses on Ontario’s Capital Markets Modernization Taskforce's recommendations aimed at ensuring a level playing field.
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
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.
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.
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
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.
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.
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.
Purchasers in commercial transactions are not entitled to contract out of their Employment Standards Act obligations for an employee's prior service.
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.
Canada announced on September 29, 2020, that it would re-impose more targeted economic sanctions against Belarusian high-ranking public officials
The Competition Bureau recently released a draft revision of the Competition Collaboration Guidelines and is
inviting comments in a public consultation.
Government of Alberta announces changes to the regulatory regime that governs oil and gas liabilities.
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.
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.
Review and analysis of recent developments where parties try to rely on MAE clauses as a mechanism to avoid closing a transaction.
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.
An introduction to the new "benefit company" structure being introduced to the British Columbia Business Corporations Act.
Guidance to non-share capital corporations and charities on how to address upcoming membership meetings in light of COVID-19 social distancing restrictions.
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.
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
Securities regulators, stock exchanges and business registries have taken significant steps provide relief to Canadian companies in response to COVID-19
The aftermath of the COVID-19 pandemic will provide unprecedented opportunities for shareholder activism and companies will need to prepare for coming campaigns.
Guide for borrowers to discussing loan defaults and additional credit support with lenders.
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.
On March 20, 2020, the CSA published guidance providing direction to issuers conducting shareholder meetings during the COVID-19 pandemic.
The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.
Restructuring options and challenges in the time of 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.
In light of concerns relating to COVID-19, this bulletin provides Canadian companies guidance on holding electronic or virtual shareholder meetings.
What steps should corporations take to mitigate the risks posed by COVID-19 to the health and safety of their workforce and contractual obligations.
Description of proposed modern slavery legislation in Canada that aims to address the issue of forced and child
labor in supply chains.
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.
Many organizations recognize the potential benefits that artificial intelligence can bring to their business. Canadian regulations coming sooner than later.
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.
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.
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.
Authors discuss changes in 2019 to Canadian corporate and restructuring statutes and their possible implications for insolvency practice in Canada
The IRD issued DIPN 58 on July 19, 2019 explaining the transfer pricing documentation requirements in Hong Kong.
The federal government has passed Bill C-97, which amends the Canada Business Corporations Act (“CBCA”).
On June 14, 2019, Health Canada unveiled its Final Regulations for New Cannabis Products
On June 17, 2019 major changes to Canada’s Trademarks Act will come into force.
On May 21, 2019, the Canadian federal government released a proposed Digital Charter
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”).
Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.
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.
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.
CSA Considers Reforms to the Syndicated Mortgage Regime and Seeks Input from Industry Participants
Amendments will amend requirements regarding the election of directors, make mandatory certain diversity disclosure and impact shareholder communications for federally-regulated public companies
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
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.
Today marks the first anniversary of the start of what was likely the most acrimonious proxy fight in Canada in 2017.
Key Corporate Governance and Disclosure Developments in 2017
Government of Canada Announces Public Consultation regarding Deferred Prosecution Agreements (DPAs)
CSA Releases Oversight Review Report of the MFDA
HKEX's Proposed New Board Presents Unique Opportunities for Early Stage Tech Canadian Companies
SCC Confirms Directors Can Be Personally Liable in Cases of Oppression
CASL Private Right of Action Delayed; Enforcement by CRTC Continues
Director Liability for Employee Remuneration: Significant Changes Likely in Store in Ontario
Proxy Access in Canada -- Another US Corporate Law Practice Makes Its Way Up North
Interoil/Exxon Plan of Arrangement: Third Time's A Charm
Business Law Advisory Council Releases Fall 2016 Report
New SCC Decision on Oppression Remedy is Instructive for Closely-Held Private Companies
Board of Directors in Condo Corporations Rule
Senate Committee Report Promotes Dismantling Internal Trade Barriers within Canada
Let the Good Times Roll: Court Allows the Free Flow of Liquor Across Provincial Borders
Canada Revenue Agency Frowns Upon the Use of US LLPs and LLLPs
Will Virtual Meetings Become a Reality in Canada?
Venture Issuers are Reminded to Consider Recent Regulatory Developments
This webinar will help you bulletproof your board of directors and senior officers.
Delivery Like It's 1999: Ontario Proposes Update to Franchise Disclosure Law
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
Limited Partnerships: When to Head to Manitoba and When to Stay at Home?
Get updates delivered right to your inbox. You can unsubscribe at any time.