Section 148.1 of the Canada Business Corporations Act, 2001: “Disclosure of Corporate Governance Practices”. This section requires corporations to disclose their corporate governance practices in their annual proxy circulars, including information on the composition and mandate of the board of directors, the role of the CEO and other senior executives, and any policies or procedures related to ethics and risk management. The purpose of this provision is to promote transparency and accountability in corporate governance, and to help investors make informed decisions about their investments.

Section 148.1 of the Canada Business Corporations Act, 2001, requires corporations to disclose their corporate governance practices in their annual proxy circulars. This provision aims to promote transparency and accountability in corporate governance and help investors make informed decisions about their investments. The disclosure should include information on the composition and mandate of the board of directors, the role of the CEO and other senior executives, and any policies or procedures related to ethics and risk management.

The relevant laws for this provision include the Canada Business Corporations Act, 2001, and related regulations. The legal principles that apply to this provision include the duty of directors to act in the best interests of the corporation and its shareholders, the duty to exercise care, diligence, and skill in carrying out their duties, and the duty to disclose material information to shareholders.

One key legal issue is the interpretation of what constitutes material information that must be disclosed to shareholders. Another issue is whether the disclosure requirements are sufficient to promote transparency and accountability in corporate governance.

In the case of BCE Inc. v. 1976 Debentureholders, the Supreme Court of Canada held that directors have a fiduciary duty to act in the best interests of the corporation and its shareholders, which includes considering the interests of all stakeholders. In another case, Peoples Department Stores Inc. (Trustee of) v. Wise, the court held that directors must exercise care, diligence, and skill in carrying out their duties and must inform themselves of all material information before making decisions.

Other relevant cases include Canadian Coalition for Good Governance v. Catalyst Capital Group Inc., which dealt with the disclosure of shareholder rights plans, and Northern Minerals Investment Corp. v. Mundoro Capital Inc., which dealt with the disclosure of material contracts.

The likely outcome of a case involving Section 148.1 would depend on the specific facts and circumstances of the case. However, failure to comply with the disclosure requirements could result in legal action by shareholders or regulatory authorities, which could lead to financial and reputational consequences for the corporation.

The advice to the client would be to ensure that they comply with the disclosure requirements of Section 148.1 and to seek legal advice if there are any uncertainties or conflicts.

There may be potential ethical issues related to the disclosure of material information and conflicts of interest among directors and senior executives. It is important for corporations to have policies and procedures in place to address these issues and ensure that they act in the best interests of all stakeholders.

In conclusion, Section 148.1 of the Canada Business Corporations Act, 2001, requires corporations to disclose their corporate governance practices in their annual proxy circulars. This provision aims to promote transparency and accountability in corporate governance and help investors make informed decisions about their investments. Compliance with the disclosure requirements is essential to avoid legal and reputational risks.