Andrew MacDougall Andrew MacDougall

Shareholders divided on proxy access

A shareholder proposal requesting that the board of directors take steps to adopt a “proxy access” by-law was considered at the annual meetings...

Governance in 3D – Diversity, disclosure and director elections in 2016

Diversity disclosure practices were under the microscope following the first full year of mandated disclosure under securities laws regarding the...

The SEC’s universal proxy proposal: How it affects Canadian companies and investors

The SEC has proposed amendments to its proxy rules that are designed to allow shareholders using the proxy system to vote for their choice of a...

Significant corporate governance changes in proposed amendments to the Canada Business Corporations Act

On September 28, 2016, the Canadian federal government introduced Bill C-25: An Act to amend the Canada Business Corporations Act et al. The proposed...

Significant corporate governance changes in proposed amendments to the Canada Business Corporations Act

The Canadian federal government recently introduced Bill C-25: An Act to amend the Canada Business Corporations Act et al. The proposed amendments...

Penalties Assessed for Untimely Disclosure of Liabilities Arising From an Investigation

On September 9, 2016, the United States Securities and Exchange Commission (“SEC”) charged RPM International Inc. (“RPM”) and...

SEC Continues to Penalize Companies which Restrict Whistleblowing or Seek Waiver of Payment of Whistleblower Incentive Payments

As whistleblower initiatives build steam in Canada, the United States and throughout the world, executives, and board members face evolving...

A review of new whistleblower protections under Ontario’s Securities Act

The Ontario government has approved amendments to the Securities Act (Ontario) to prohibit reprisals against whistleblowers and prohibit contractual...

A Review of New Whistleblower Protections Under Ontario’s Securities Act

In connection with the establishment of the Ontario Securities Commission’s new Whistleblower Program in July 2016, which includes monetary...