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News and discussion on implementing risk management

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Corporate Governance

Comply with lobbying and other political advocacy laws

Charities and other not-for-profits involved in lobbying and other political advocacy must comply with evolving laws governing these activities. Even amidst the COVID-19 crisis, the landscape continues to shift.

 

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CSA Answers questions about 45-day filing extensions

In light of the COVID-19 pandemic, reporting issuers in Canada have been granted temporary exemptions (Temporary Relief) from certain regulatory filings by way of local blanket orders (Blanket Orders) substantively harmonized across Canada.

 

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ISS and Glass Lewis provide guidance in response to the COVID-19 pandemic

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Each of Institutional Shareholder Services (ISS) and Glass Lewis recently published their insights on the impact that COVID-19 will have on corporate governance and provided guidance on what effect the pandemic may have on the application of some of their voting policies for the upcoming 2020 proxy season. Many of the global policy statements in these publications have relevance and implications for Canadian issuers, which we have summarized below.

 

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Tales of a unified corporate registry: Canada’s effort to counter and reduce the misuse of corporate vehicles

anti-money laundering

On February 13, 2020, the Government of Canada announced a national consultation strategy which seeks to examine methods to strengthen corporate transparency across the country. Announced through the release of the “Strengthening Corporate Beneficial Ownership Transparency in Canada” report, the consultation focuses on how to bolster law enforcement efforts to counter and reduce the misuse of corporate vehicles involved in money laundering, terrorist financing and tax evasion.

 

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UPDATE: Competition compliance during the COVID-19 crisis: Price-gouging, deceptive marketing and collusion

In a policy statement on April 8, 2020, the Commissioner of Competition acknowledged the extraordinary circumstances of the COVID-19 crisis and advised businesses that the Bureau would be unlikely to challenge good faith efforts at competitor collaboration that were aimed at responding to the crisis and meeting the essential needs of Canadians.

 

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Board oversight during the COVID-19 pandemic: A checklist for directors

The global COVID-19 pandemic and its rapid evolution has placed enormous pressure on organizations as they seek to adapt to the situation and communicate their response. It is crucial that boards and management collaborate to find the best way forward for the organization.

 

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What makes for effective decision-making?

I was talking with a friend about decision-making and decided to put together a list of principles for effective decision-making. This is my first shot. What do you think? What would you change?

 

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Keeping up with environmental obligations in the time of COVID-19

COVID-19 has brought upheaval across all industries and sectors of society. While this is no less true with respect to environmental matters, many environmental legal requirements remain in place and require continued compliance, despite challenges faced by companies in Canada. On the other hand, many court proceedings and municipal processes have been suspended. This article sets out some practical guidance on how to navigate both ends of this spectrum.

 

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Considerations for directors during the COVID-19 pandemic

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The COVID-19 pandemic has affected, and continues to affect, Canadian businesses in a significant manner. As this situation continues to evolve, directors should remain cognizant of their duties and responsibilities as corporations face a range of challenges, including liquidity issues.

 

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COVID-19 market impacts and the risk of opportunism

The COVID-19 pandemic has taken a sledgehammer to stock markets, with the S&P/TSX 60 and S&P 500 each plunging approximately 20% during the first quarter of 2020. While boards and management must contend with a long list of pressing and unprecedented issues affecting business operations, they should also consider that the current drop in stock prices may fuel a wave of activism and opportunistic M&A activity once the immediate crisis subsides, and prepare accordingly.

 

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Protecting Canadian public companies from the potential class action fallout of COVID-19

One of the key metrics to determining how attractive a target a company is for class action lawyers is the length of the anticipated “class period” – i.e. the period between the date of the first misrepresentation and the date of the corrective disclosure.

 

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COVID-19 : Available solutions to the challenges resulting from the current crisis and the different restructuring alternatives at your disposal

Never before in history have businesses of all sizes and of all or almost all industries faced a crisis resulting from a simultaneous decline of supply and demand. The resulting liquidity crisis is creating pervasive insecurity among the managers of businesses and the stakeholders of those businesses, including their employees, shareholders, customers, suppliers, creditors and the communities in which the businesses operate.

 

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Fiscal year ends, business continuity, and COVID-19

At the best of times, fiscal year ends are challenging. Organizations with upcoming or recent fiscal year ends will undoubtedly find them particularly challenging. Organizations with robust policies and procedures will likely fare better than those without. Consequently, it will be helpful to start your year end planning as early as you can.

 

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COVID-19: key issues every organization should consider

Competition law

The COVID-19 pandemic raises critical and unprecedented issues for all organizations. How an enterprise responds to these challenges will influence how it fares through the crisis and its positioning for recovery afterwards. We believe that the issues below warrant special attention by senior management and directors.

 

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New ERM Guidance from COSO

Creating and Protecting Value: Understanding and Implementing Enterprise Risk Management is based on COSO’s 2017 update of its 2004 ERM Framework. Their intent is to explain how effective ERM can add value to an organization, and to give some guidance on how to implement or upgrade it.

 

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