Discussion + Information on Governance in Canada
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LEGAL ETHICS: CONFLICTING INTERESTS IN RELATED PARTY TRANSACTIONS

A lawyer who has a solicitor-client relationship with a controlling person and the controlled public corporation may be asked to be retained by the corporation on a related party transaction in which the controlling person may participate with interests that are not aligned with those of the corporation. In such a transaction, the lawyer has conflicting interests and cannot fulfill his or her fiduciary duty of loyalty owed to each client nor zealously represent various adverse interests of multiple clients on potentially contentious issues impartially with candid advice.

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SHAREHOLDER DEMOCRACY – “SAY ON PAY” – MAJORITY VOTING

Emerson Advisory comment letter to the Ontario Securities Commission in response to request for comments on the shareholder democracy issues that were identified in OSC Staff Notice 54-701 “Regulatory Developments Regarding Shareholder Democracy Issues”. The letter provides comments on the mandatory adoption of “Say on Pay” and the election of directors by “Majority Voting”.

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STATEMENT OF EXECUTIVE COMPENSATION

Letter to the Canadian Securities Administrators in response to request for comments on proposed amendments to Form 51-102F6 “Statement of Executive Compensation”, including recommendations for disclosure concerning executive compensation clawbacks, discretionary compensation awards by boards, compensation governance, compensation committee members’ relationships and compensation advisor services.

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