Governance Insights 2025 A Preview of 2025: 10 Legal Updates GCs, Boards and Investors Need to Know
While the Bureau’s guidance on this point is helpful, it is unlikely to impact the view or approach of private plaintiffs who, as of June 2025, will be able to initiate actions before the Competition Tribunal (with leave) and seek the disgorgement of benefits associated with the conduct. The ability for third parties to seek leave on the basis of “public interest” considerations may lead to increased private actions brought by environmental interest groups. Businesses should expect continued focus and enforcement action in relation to environmental claims. To mitigate risks, issuers should closely review all environmental claims and avoid vague or overly broad claims in favour of clear, specific statements that are fully substantiated. For a detailed summary of the 2024 amendments to the Competition Act , see our bulletin Navigating the New Norm: Further Changes to Canada’s Competition Act in Effect .
CSA WARNINGS AGAINST GREENWASHING
The CSA’s current concerns with overly promotional disclosure are not limited to AI matters (discussed in Managing AI Technologies above). In Staff Notice 51-365, the CSA also raised concerns about issuers making unbalanced or embellished environmental and ecological claims in order to promote interest in their securities. The CSA has observed an increase in misleading, unsubstantiated or otherwise incomplete claims about business operations or the sustainability of a product or service being offered, a practice that it characterizes as greenwashing. The CSA also cautioned that future-oriented environmental claims, such as plans to reduce greenhouse gas emissions, may constitute FLI (discussed above). Issuers should ensure that their environmental-related disclosure is specific, factual, balanced and, where applicable, hews to the requirements for making future-oriented statements, including that there be a reasonable basis for the FLI.
Shareholder Proposals
VIRTUAL-ONLY SHAREHOLDER MEETINGS
2024 saw significant push-back on the practice of virtual-only shareholder meetings. Over the past few years securities regulators, proxy advisory firms and shareholder advocacy organizations have publicized their concerns with the use of virtual-only meeting formats that limit shareholder democracy, either because technological complications create accessibility issues or because the online format can be used to restrict shareholder participation in the meeting. In its Virtual Shareholder Meeting Policy, released in January 2024, the Canadian Coalition of Good Governance noted that it has “observed that [virtual meetings] …. have used technology to limit shareholder voices and adversely impact the ability of shareholders to exercise their rights and directly express themselves to boards of directors.”
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