Does the Location of Directors Matter?

The geographic distance of Directors is discussed in this article published by The Harvard Law School Forum on Corporate Governance and Financial Regulation.  Click here to access the article. Posted by R. Christopher Small, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday July 30, 2013 at 9:10 am. For m...
Posted: 7/31/2013 4:05:15 PM by MSI

Rules for Election of Directors of TSX Listed Entities

A new rule comes into effect for 2013 for TSX listed companies. Such entities will be required to vote on individual people, (not by slate), on an annual basis (not staggered), and communicate election practices regarding director voting. This looks like just another compliance requirement for an overburdened administration team, because I cann...
Posted: 11/1/2012 11:09:46 AM by MSI

Jurisdiction in Canadian Securities Law - We don’t follow Morrison v. National Australia Bank

Morrison is a big US Supreme Court decision because it limited the reach of US securities laws to trades occurring on US markets. Until June 2010 and the Morrison decision, “Foreign” cases, commonly called “F3” or “foreign-cubed”, would mean that a foreign investor, in a foreign-domiciled company, purchasing...
Posted: 6/1/2012 8:49:54 AM by MSI

Corporate Indemnification and Directors’ and Officers’ Liability in Canada

There is not a lot of Canadian precedent regarding corporate indemnification of directors and officers, and therefore, I would like to bring your attention to Jolian Investments Limited v. Unique Broadband Systems Inc., 2011ONSC3241, here. Some may consider this a win for directors and officers, because Marrocco, J., held that the corpor...
Posted: 5/25/2012 9:20:24 AM by MSI

Asked to be on a Board of Directors?

What are the next steps? Personal contractual indemnification from the corporation (don’t just rely on the bylaws),   Determine biggest risk from the operations and make sure they are adequately insured and other risk management tools are in place and active for these exposures,   Request a copy of the ...
Posted: 5/18/2012 2:44:41 PM by MSI

D&O Liability and Governance Discussion Points:

XBRL:Many directors and officers know nothing about the SEC deadline, of June 15, 2011, for foreign private issuers (XBRL.ca, here, says there are 350 in Canada) to meet interactive data reporting requirements (explanation of XBRL, here). I have not been able to develop an opinion on the potential ramifications of XBRL on Canadian gove...
Posted: 2/18/2011 12:00:00 AM by Global Administrator

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