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Blake, Cassels & Graydon LLP  

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their next annual meeting of shareholders held on or after such date.

These CBCA amendments implement parts of Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (see our January 2017 Blakes Bulletin: Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25), which provisions were also included in the more recent Bill C-97, An Act to implement certain provisions of the budget tabled in Parliament on March 19, 2019 and other measures (see our April 2019 Blakes Bulletin: Broad Changes to CBCA Proposed: Directors' Duties, Additional Disclosure and Annual Say-on-Pay).

Canadian corporate directors should be aware of Bill C-97 as it articulates meaningful changes to the duties they bear. By altering the Canada Business Corporations Act (CBCA), Bill C-97 expands the class of stakeholders to which directors must turn their minds when stewarding a corporation. Bill C-97 codifies past judicial treatment of this issue and adds new contours to directors' legal obligations. Understanding these developments is of vital importance for boards of directors in discharging their legal duties.

Blake, Cassels & Graydon LLP

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 significant amendments to the Canada Business Corporations Act (CBCA) are now in force, while further amendments are subject to being proclaimed into force by the Governor in Council.

These CBCA amendments codify into statute some of the principles relating to directors' duties set out in the Supreme Court of Canada (SCC) 2008 decision BCE Inc. v. 1976 Debentureholders (BCE). They also require that certain CBCA corporations develop an approach to remuneration, hold an annual advisory "say-on-pay" vote, and provide annual disclosures on diversity (including, but not be limited to, Aboriginal Peoples, persons with disabilities, members of visible minorities each as defined by the federal Employment Equity Act), compensation clawback mechanisms and the well-being of employees, retirees and pensioners (see our April 2019 Blakes Bulletin: Broad Changes to CBCA Proposed: Directors' Duties, Additional Disclosure and Annual Say-on-Pay).

Corporate board members devote significant time to financial oversight and strategy, while often neglecting steps needed to protect and promote its most important intangible asset - its culture and reputation. The negative effects of rumors of bribery and corruption can often be as problematics as clear accusations or even convictions.

Fasken Martineau DuMoulin LLP.

In a digital economy, there has been an increasing amount of scrutiny regarding technology's impact on consumers and competition. One key question is whether privacy should be considered a dimension of competition? That is to say, is privacy relevant to the analysis of competitive effects?

Competition law incorporates many non-price dimensions of competition, including innovation, quality, variety, service and advertising. One significant type of non-price effect involving data is privacy. Firms may compete to offer better privacy terms to customers over their competitors. However, consumers have vastly different ideas about how or when they want their data to be used. Some find targeted or behavioural advertising invasive, while others appreciate more relevant ads and receive free products or services in exchange for targeted ads.

Corporate board members devote significant time to financial oversight and strategy, while often neglecting steps needed to protect and promote its most important intangible asset - its culture and reputation. The negative effects of rumors of bribery and corruption can often be as problematics as clear accusations or even convictions.

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• Canada has one of the largest and most vibrant nonprofit and voluntary sectors in the world.
• It accounts for 6.8 percent of the nation's gross domestic product (GDP) and employs 12 percent of Canada's economically active population.
• With the significant role nonprofit organizations play in Canadian life and the increasing demand for accountability in nonprofit organizations, more attention is being drawn to governance issues.