Corporate Governance

Key Contacts

Bell Alan High Resolution Image Alan Bell
T: 416.777.5770
Reiter Barry High Resolution Image Barry J. Reiter
Partner, Head of Technology, Media and Entertainment
T: 416.777.6500
Sibold Stephen High Resolution Image Stephen P. Sibold Q.C.
Partner and General Counsel
T: 403.298.3666

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.

Select Experience

  • The Special Committee of Silver Bullion Trust (SBT) in connection with SBT's conversion to an Exchange Traded Fund (ETF) in partnership with Purpose Investments Inc. Read more
  • The Special Committee of Central GoldTrust in connection with Sprott Asset Management's $1 billion hostile takeover bid for all the outstanding Units of Central GoldTrust Read more
  • The Special Committee of Silver Bullion Trust in connection with Sprott Asset Management's $62 million hostile takeover bid for all the outstanding Units of Silver Bullion Trust Read more

Recent Recognitions

  • 2010, The Canadian Legal Lexpert Directory

    Bennett Jones, repeatedly recommended, Litigation - Directors' and Officers' Liabilities
  • 2009, Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada

    Bennett Jones, recognized as a leading directors' and officers' liability lawyer
  • 2008, The Canadian Legal Lexpert Directory

    Bennett Jones, repeatedly recommended, Litigation - Directors' and Officers' Liability

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