Contentious Issues in the Boardroom – March 2026 Edition
I’m pleased to announce the publication of the March 2026 edition of the Directors’ Briefing, available via LexisNexis in the Directors Manual. Co-authored by myself, Jacob Cawker and John Picone, this issue explores several pressing issues in business law and issues that may be faced by corporate directors.
Highlights from this Issue:
Material Change Disclosure After Lundin Mining
In Lundin Mining Corp. v. Markowich, the Supreme Court of Canada confirmed that whether a development constitutes a “material change” must be assessed contextually, having regard to the facts, the issuer’s industry, and the dynamic nature of its operations. The decision underscores the need for boards and management to have strong internal reporting systems, to promptly escalate operational developments, and to conduct a well-documented disclosure analysis.
Interlocking Directorships and Board Roles
This issue also considers challenges that can arise when directors, nominees, or observers serve on multiple boards. While Canadian law generally addresses these situations through disclosure and recusal under the business corporations acts, rather than an outright prohibition, per US competition laws, overlapping roles in Canada can still raise difficult questions around conflicts, confidentiality, and the handling of sensitive competitive information.
Fiduciary Accountability Reaffirmed
The UK Supreme Court’s decision in Rukhadze revisits the strict rule requiring fiduciaries to account for profits obtained by virtue of their position. The case confirms that the obligation to account does not depend on proof of causation, loss, or whether the principal could have obtained the opportunity, and underscores the continuing importance of disclosure and fully informed consent where a fiduciary may obtain a personal benefit connected to the role.
Limits on CCAA Releases for Directors and Officers
In Lion Electric, the Quebec Superior Court declined to approve overly broad releases in favour of current and former directors and officers. The decision serves as a reminder that third-party releases remain exceptional, must be supported by evidence, and must be narrowly tailored and specifically justified in connection with the restructuring.
If you would like a copy of this issue, please email Laura Wolfe directly.
This article is general information, not legal advice. It does not create a solicitor-client relationship, and it may not reflect developments after the date of publication. Advice on a specific situation requires a specific retainer.
