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Corporate Governance

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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.

Special Committees: FAQ

Key Contacts

  • Brent W. Kraus Brent W. Kraus, Partner
  • Stephen P. Sibold KC Stephen P. Sibold KC, Partner and General Counsel Emeritus
  • Robert W. Staley Robert W. Staley, Vice Chair and Partner
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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 GlassBOX Television Inc. and the Travel+Escape, Bite TV and AUX TV specialty channels
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
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
Mountain Province Diamonds Inc. in its issuance of US$195,000,000 of 9.000% Senior Secured Second Lien Notes due 2025
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

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