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Corporate Governance

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  • Key Contacts
  • Recent Experience
  • Insights, News & Events
  • Download PDF
  • Recent Experience
  • Insights, News & Events

The corporate failings and scandals of 2002 in the United States and Canada produced a landslide of legislation, regulation, guidelines and measurement scorecards in an environment of heightened shareholder and media attention. Greater public scrutiny has led to increased public accountability and a heightened focus on corporate leadership and transparency in both decision-making and financial-reporting processes. Complex and demanding stakeholder expectations apply to directors, officers and the people who advise them. We help our clients address ongoing challenges in ways that meet the expectations of their diverse stakeholders and improve their business.

The ethical stewardship of our clients is of the highest importance to our firm and, for decades, our practice has addressed virtually all aspects of the management and governance of public and private organizations. We have been long-standing, trusted advisors to boards of directors and their committees, officers, trustees, institutional shareholders, and audit, governance, compensation and special committees. In that capacity, we offer strategic insight and clear counsel on issues such as board management, fiduciary duties, director and officer liabilities, securities and regulatory compliance matters. We advise our clients on governance matters relating to a variety of capital market transactions and business structures. In particular, our lawyers structure governance processes, procedures and committee mandates, and provide ongoing advice and assistance in implementing best practices in the field.

We provide independent counsel to board committees in connection with audit, executive compensation and business trust issues, and we provide ongoing advice to directors, officers and trustees on compliance with business ethics and fiduciary responsibilities in high-profile situations.

Until corporate scandals led to significant claims on director and officer liability policies and to results that were sometimes surprising, many directors paid little attention to their D&O coverage. That has changed. We provide timely and practical advice on director and officer liability, indemnity and insurance matters.

We also advise clients on emerging trends and issues in accountability, transparency and public and regulatory scrutiny, and handle reporting and disclosure requirements relating to materiality matters, information circulars, press releases and extraordinary board-level actions.

Our lawyers offer compliance and defense counsel to directors and officers involved in the business world. We act on behalf of clients in negligence matters, environmental damage suits, mass tort claims, securities disclosure, financial reporting and tax fraud, antitrust, stock market manipulation and breaches of the Competition Act involving price fixing, misleading advertising and bid-rigging.

Key Contacts

  • Alan  Bell Alan Bell, Partner
  • Barry J. Reiter Barry J. Reiter, Partner
  • Stephen P. Sibold Q.C. Stephen P. Sibold Q.C., Partner and General Counsel
  • Robert W. Staley Robert W. Staley, Vice Chair and Partner
  • Related Lawyers

Recent Experience

Cognos, in Directors' and Officers' liability insurance matters relating to the acquisition of the company by IBM.
Special Committee of CML Healthcare, in the proposed $1.22-billion acquisition of the company by LifeLabs Medical Laboratory Services. The acquisition is subject to approval by shareholders and the court, in addition to customary regulatory approvals.
Algorithmics Inc., in the US$175-million acquisition of the company by Fitch Group, Inc.
Alliance Atlantis Communications Inc., in its Directors' and Officers' insurance project. 
Anderson Energy Ltd., in a $100-million offering of 25,700,000 subscription receipts in conjunction with a concurrent acquisition.
Blue Ant Media Inc., in its acquisition of Canadian broadcaster High Fidelity HDTV and its four premium high definition channels – Oasis HD, eqhd, radX and HIFI HD.
Blue Ant Media Inc., in its acquisition of Canadian broadcaster GlassBOX Television Inc. and the Travel+Escape, Bite TV and AUX TV specialty channels.
Castek Software Inc., in the acquisition of interests by a controlling shareholder.
CHUM Limited, in its Directors' and Officers' insurance project.
Cognos Incorporated, in securities laws issues, its director's and officer's indemnity and insurance program, corporate governance, and other corporate matters. 
Cognos Incorporated, in its corporate governance.
Corel and an independent directors' committee of the board, in a US tender offer by controlling shareholder Vector Capital.
Enerbuilt Technologies Inc., in the sale of all of its assets and business to Flameless Solutions Inc., a related entity to WesternOne Inc., a reporting issuer, for consideration of cash and securities of WesternOne Inc., and related pre-closing reorganization of Enerbuilt Technologies Inc.
Foundation Equity Corporation, the single largest shareholder of Global, in the contested proposed $100-million combination of Global Thermoelectric Inc. with Quantum Fuel Systems Technologies Worldwide Inc. by way of plan of arrangement.
GeoMegA Resources Inc., in its successful defense of a proxy battle initiated by certain dissident shareholders.
GMP Securities L.P., in the $110-million private placement of Pearl Exploration and Production Ltd.
Husky Injection Molding Systems Ltd., in its corporate governance project.
Innova Exploration Ltd., in its $329-million acquisition by Crescent Point Energy Trust by way of a takeover bid, payable in cash.
Mubadala Development Company, in its acquisition of all of Global Alumina Corporation's interest in Guinea Alumina Corporation.
Orlando Corporation, in the development of corporate governance regime suitable to this private company.
Pipeworx Ltd., a widely held private business (with operations in Alberta, British Columbia, Saskatchewan and Manitoba), in the sale of all of the shares in the capital of Pipeworx Ltd. to PLH Group, Inc. (a US-based portfolio company of Energy Capital Partners (being a US private equity firm)), by way of an exempt takeover bid
Certain shareholders of SkyPower Limited, in Canadian Solar Inc.'s $185-million purchase of a majority interest in SkyPower Limited and related joint venture and commercial arrangements.
Sino-Forest Corporation, as special counsel to the Board in governance matters.
SkyPower Corporation, in its Directors' and Officers' insurance project. 
SkyPower Wind Energy Fund LP, in its Directors' and Officers' insurance project. 
Special Committee of MediSolution Ltd., in its acquisition by the controlling shareholder, Brookfield Asset Management Inc.
Special Committee of Mosaid Technologies Incorporated, in a proxy contest and a shareholder value project.
The Special Committee of Central GoldTrust, in the Trust's successful defense against a dissident unitholder proposal and subsequent proxy contest.
The Special Committee of Hollinger International Inc., in the Committee's investigation into the conduct of current and former directors and officers of Hollinger International. Representation of the members of the Special Committee in defence of defamation actions commenced by the former Chairman and CEO of Hollinger International.
The Special Committee of Silver Bullion Trust, in the Trust's successful defense against a dissident unitholder meeting requisition and subsequent proxy contest.
TigerTel Communications Inc., and an independent directors' committee of the board, in a going-private transaction by its controlling shareholder.
Toronto Waterfront Revitalization Corporation, in its corporate governance project.

Insights, News & Events

Blog

Corporations Canada Holds Public Consultations on Proposed CBCA Amendments

February 12, 2021
       

Announcements

ESG Series: Defining and Driving ESG Within Your Organization

February 11, 2021
       

Blog

2021 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

December 17, 2020
       

Articles

Shareholders’ Rights, Activism and ESG Investing in Canada

November 18, 2020
       

In the News

Ian Michael in Law Times Important Changes to Ontario Business Corporations Act

November 10, 2020
       

Blog

Ontario Proposes to Relax Long-Standing Rules on Directors and Shareholder Approvals

November 02, 2020
       

Speaking Engagements

Claire Kennedy on Dealing With Boardrooms at In-House Lawyers Summit

October 27, 2020
       

Blog

Amendments to NI 51-102 Continuous Disclosure Obligations Related to Business Acquisition Reports

September 16, 2020
       

Blog

Capital Markets Modernization Taskforce Releases Initial Consultation Report

August 05, 2020
       

Blog

Bill 33 Introduced to Create Invest Alberta Corporation

July 14, 2020
       

Blog

Additional Relief Measures Available to Canadian Public Companies Delaying Annual Meetings Due to COVID-19

May 04, 2020
       

Blog

Lobbying Rules are Changing in British Columbia

April 21, 2020
       

Blog

Environmental/Regulatory Reporting Relief: Alberta Temporarily Suspends Reporting Requirements for Certain Authorizations

April 03, 2020
       

Blog

COVID-19 and Annual Shareholder Meetings: Update

March 30, 2020
       

Blog

Securities Regulators Provide Guidance for AGMs During COVID-19 Outbreak

March 23, 2020
       

Blog

Shareholder Activism in a Time of COVID-19 Uncertainty

March 23, 2020
       

Blog

Review Debt Covenants Before Relying on Proposed CSA COVID-19 Financial Reporting Relief

March 20, 2020
       

Blog

Will My Insurance Cover COVID-19 Losses?

March 20, 2020
       

Blog

COVID-19 and Annual Shareholder Meetings

March 18, 2020
       

Blog

New Corporate Requirement—Transparency Registers for B.C. Private Companies

March 18, 2020
       

Blog

COVID-19 Considerations for Directors

March 12, 2020
       

Speaking Engagements

Andrew Disipio on Corporate Governance Strategies in Response to Climate Change-Related Risks and Opportunities

February 07, 2020
       

Blog

2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

January 28, 2020
       

Speaking Engagements

AME Roundup - UNDDRIP

January 21, 2020
       

Speaking Engagements

Finding the Path to Shared Prosperity

January 14, 2020
       

In the News

Radha Curpen CSR and Indigenous Rights

December 13, 2019
       

Blog

ILPA's Model Limited Partnership Agreement for Private Funds

November 20, 2019
       

Blog

Canadian Securities Administrators to Conduct Review of Automatic Securities Disposition Plans

November 08, 2019
       

In the News

The Lawyer's Daily: Bennett Jones Adds Gordon McKenna as Partner

October 02, 2019
       

Announcements

Gordon McKenna Joins Bennett Jones as Partner in Toronto

September 25, 2019
       

In the News

Law Times on Gordon McKenna Joining Bennett Jones

September 25, 2019
       

Blog

What You Need to Know About ILPA Principles 3.0

September 16, 2019
       

Articles

Rob Staley on Proxy Season Review 2019

September 16, 2019
       

Blog

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

September 10, 2019
       

Blog

New Diversity Disclosure Requirements for Public CBCA Corporations

August 15, 2019
       

Updates

Update - New Register Requirements of "Individuals with Significant Control"

June 05, 2019
       

Updates

CSA Proposes a Modernized National Filing System for Reporting Issuers

May 24, 2019
       

Blog

Proposed Changes to the CBCA: Directors Duties and Disclosure Obligations

April 22, 2019
       

Updates

New Ratifications of the OECD's Multilateral Instrument Put Canadian Resource Holding Structures at Risk

April 03, 2019
       

Articles

Lack of coordination between Canadian authorities caused SNC-Lavalin case collapse

February 28, 2019
       

Blog

CBCA Private Corporations Subject to New Shareholder Record-Keeping Requirements

February 11, 2019
       

Updates

Summary of Actions Against Exxon Mobil for Securities Fraud

January 30, 2019
       

Announcements

Bennett Jones in Who’s Who Legal: Canada 2018

November 01, 2018
       

Blog

New Rules for CBCA Companies

May 17, 2018
       

In the News

Barry Reiter in National Post on Corporate Governance

May 08, 2018
       

Blog

Changes to Alberta Lobbying Rules

April 30, 2018
       

Announcements

Canada’s Leading Corporate Lawyers at Bennett Jones: Lexpert

April 27, 2018
       

Speaking Engagements

Osgoode Professional Development Certificate Program in Pension Law

April 04, 2018
       

Updates

Securities Commissions Provide Guidance on New Takeover Rules in Hostile Cannabis Bid

March 29, 2018
       

Blog

Updated Guidance on Cybersecurity Disclosures from the SEC

March 05, 2018
       

Blog

Updates on Continuous Disclosure and Corporate Governance in Securities Law

February 07, 2018
       

Updates

2018 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

January 24, 2018
       

Blog

British Columbia Takes Action to Reform Municipal Campaign Finance

November 02, 2017
       

Blog

What's Moving the Needle? Women on Boards and in Executive Officer Positions

November 02, 2017
       

Speaking Engagements

Institute of Corporate Directors, Directors Education Program 2007-2017

2007-2017
       

Speaking Engagements

University of Calgary/Haskayne School of Business Executive MBA Course 2010, 2013-2017

2010, 2013-2017
       

Updates

Canadian Securities Administrators Provide Guidance on the Review of Material Conflict of Interest Transactions

August 18, 2017
       

Blog

Internal Investigations and Privilege: The Alberta Court of Appeal Weighs In

July 19, 2017
       

Blog

The Supreme Court of Canada Clarifies the Personal Liability of Directors in Oppression Cases

July 17, 2017
       

Speaking Engagements

Deloitte Next Generation CIO Academy

July 11, 2017
       

Blog

Transparency Initiatives in the Extractive Sector: ESTMA Reporting Deadline Approaching in Canada and Setbacks in the United States

May 18, 2017
       

Blog

Cybersecurity Obligations of Directors

February 16, 2017
       

Blog

Proxy Season 2017: Improving the Accuracy, Reliability and Accountability of Proxy Vote Reconciliation

February 13, 2017
       

Updates

Cybersecurity: 2017 Report & 2016 Reflections

February 2017
       

Blog

The Corporate Veil Matters

January 25, 2017
       

Updates

2017 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

November 24, 2016
       

Blog

New Record-keeping Requirements for Ontario Corporations with “Ownership Interest” in Land

November 16, 2016
       

In the News

Duncan Card in Royal Gazette on ISACA Annual Conference

November 15, 2016
       

Announcements

Blair Yorke-Slader Q.C. Admitted to American College of Trial Lawyers

September 22, 2016
       

In the News

Alan Gardner on Corporate Wrongdoing in Canadian Lawyer InHouse

September 09, 2016
       

Speaking Engagements

18th Annual Corporate Governance Conference

August 21-24, 2016
       

In the News

Jeff Kerbel in Law Times Focus on Changed Takeover Laws in Canada

August 11, 2016
       

Guides

Host Liability, 10th Edition

June 13, 2016
       

Updates

Ontario Encourages Gender Diversity Targets for Boards

June 10, 2016
       

Announcements

Bennett Jones Releases New Edition of Directors Duties in Canada

May 17, 2016
       

Articles

Directors' Duties in Canada, 6th ed.

April 06, 2016
       

Updates

Going Private Transactions in Canada's Energy Sector – On the Rise?

March 23, 2016
       

Speaking Engagements

Going Private – A Timely Consideration

March 03, 2016
       

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