The latest edition of Davies’ Governance Insights is now available. In this issue, we review 10 developments that general counsel and directors of Canadian public companies, and their investors, should know for 2025 and...more
1/29/2025
/ Activist Investors ,
Artificial Intelligence ,
Board of Directors ,
Canada ,
Canadian Securities Administration ,
Compliance ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Investors ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Requirements ,
Shareholders ,
Supreme Court of Canada ,
Tax Policy
Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more
Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian...more
11/1/2023
/ Canada ,
Disclosure Requirements ,
Disgorgement ,
Electronic Disclosure ,
Foreign Issuers ,
Foreign Private Issuers ,
NDAA ,
Proposed Legislation ,
Reporting Requirements ,
Securities Exchange Act ,
Short Sales ,
Short-Swing Trading
Canadian shareholder activism continued its post-pandemic resurgence into the first half of 2023. Emerging trends include the “activist swarm,” where multiple—yet uncoordinated—activists converge on a single target with...more
10/23/2023
/ Activist ,
Arms Length Transactions ,
Beneficial Owner ,
Canada ,
CBCA ,
Conflicts of Interest ,
Corporate Governance ,
General-Business ,
Institutional Shareholder Services (ISS) ,
Majority Voting Policies ,
Proxy Advisors ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Universal Proxy ,
Universal Proxy Cards ,
Valuation
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
10/11/2023
/ Anti-Avoidance ,
Business Judgment Rule ,
Canada ,
Change of Control ,
Competition Act ,
CRTC ,
Directors ,
Disclosure Requirements ,
Fiduciary Duty ,
Financing ,
Foreign Private Issuers ,
Hostile Offers ,
Insider Trading ,
Investment Banks ,
Investment Company Act of 1940 ,
Minority Shareholders ,
Ontario Securities Commission (OSC) ,
Public Disclosure ,
Purchase Agreement ,
Regulatory Requirements ,
Related Parties ,
Reorganizations ,
Restructuring ,
Safe Harbors ,
Scheme of Arrangement ,
Securities ,
Securities Regulation ,
Share Sale and Purchase Agreements (SPAs) ,
Shareholders ,
Substantive Rule ,
Takeover Bids ,
Target Company ,
Valuation
The Ontario government introduced an omnibus bill (Bill 91) on April 3, 2023 that proposes both welcome and concerning amendments to the Ontario Business Corporations Act’s (OBCA) regulation of shareholder meetings. The...more
Types of M&A Transactions –
– Takeover bids (like a U.S. tender offer)
– Plans of arrangement
– Amalgamations (like a U.S. merger)
– Asset sales
– Share sales (e.g., private purchase of control block)
–...more
11/5/2021
/ Acquisition Agreements ,
Canada ,
Corporate Sales Transactions ,
Cross-Border Transactions ,
Foreign Investment ,
Foreign Investment Entities (FIEs) ,
Foreign Ownership ,
Investment Banks ,
Merger Agreements ,
Plan of Arrangement ,
Takeover Bids ,
Tax Liability