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Canada Fiduciary Duty Board of Directors

Blake, Cassels & Graydon LLP

Considérations clés relativement aux « propositions supérieures » au Canada

Quelque chose de relativement rare s’est produit au premier trimestre de 2025 dans le domaine des fusions et acquisitions (« F&A ») de sociétés ouvertes au Canada : Une proposition prétendument « supérieure » à celle visée...more

Blake, Cassels & Graydon LLP

Key Considerations Relating to “Superior Proposals” in Canada

The Canadian public mergers & acquisitions (M&A) market saw a relative rarity in the first quarter of 2025 — an alleged “superior proposal” made by an alternative bidder during the interim period of an already announced...more

Davies Ward Phillips & Vineberg LLP

Governance Insights: Nominee Directors – Fiduciary Obligations and the Limits of Information Sharing

The corporate life of a nominee director has been characterized as having the potential to be “neither happy nor long.” In this Governance Insights article, we discuss the fundamental fiduciary considerations that nominee...more

Bennett Jones LLP

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

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In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

Bennett Jones LLP

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

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In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

Bennett Jones LLP

Special Committees: Frequently Asked Questions

Bennett Jones LLP on

Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

Bennett Jones LLP

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

Bennett Jones LLP on

In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more

Bennett Jones LLP

Court Decision Highlights "Nominee" Director Issues

Bennett Jones LLP on

Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more

Blake, Cassels & Graydon LLP

CBCA Amendments Codify Best Interests Considerations

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain...more

Blake, Cassels & Graydon LLP

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’...more

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