Corporate Governance

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, and 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.