Stikeman Elliott
Corprorate Governance / Directors & Officers
Corporate Governance / Directors & Officers
Corporate directors and managers face an ever-evolving landscape of governance requirements, regulations and best practices. Other personnel are also increasingly impacted by corporate governance considerations. Coping with a range of new standards and regulatory requirements may distract boards from the more critical tasks of constructively challenging and advising management and may adversely affect management's running of the business and other employees' day-to-day activities. It may also detract from what really counts in good governance - the willingness and ability to address a range of difficult issues within an atmosphere of mutual respect, trust and candour.

The members of our Corporate Governance Group have in-depth experience in advising Boards and management in connection with a broad range of corporate governance initiatives, including board and committee structures and procedures, directors' and officers' liabilities and D&O insurance, regulatory compliance requirements, shareholder relations and disputes, management succession and executive compensation matters. Members of our team are sought for their expertise in developing clear, contemporary and market-leading governance and compliance programs.

Stikeman Elliott lawyers have been, and continue to be, directly involved with many of the regulatory and policy decisions impacting the evolving governance landscape in Canada. Ed Waitzer and William Braithwaite are listed in the Euromoney Guide to the World's Leading Corporate Governance Lawyers as leaders in their field and each of our Group members have acted on governance initiatives for a variety of public and Crown corporations and regulatory organizations.

Our firm is a Canadian leader in domestic and cross-border M&A, receiving top ranks in league tables from Bloomberg, Thomson Financial, Mergermarket, Mergerstat Review and the Financial Post. Many of these mandates involve significant corporate governance components including advising boards of directors and management in take-over and merger situations and ensuring compliance with regulatory and governance standards generally. 

How Stikeman Elliott Can Help

As one of Canada's leading business law firms and one of the country's most active securities practices, Stikeman Elliott regularly counsels boards of directors, senior executives, institutional and other investors, and individual officers and directors. We help boards and management teams to:

  • Develop and implement policies and procedures that meet evolving regulatory requirements and market expectations;

  • Create a culture of candour and compliance that enhances board and managerial effectiveness and helps to reduce directors' and officers' potential liability; and

  • Keep abreast of current issues in corporate governance-for example, with publications such as Secondary Market Liability in Canada, our comprehensive guide to compliance with Ontario's secondary market liability regime for public companies.

In addition, we can:

  • Advise on corporate governance requirements and developments, including review and evaluation of internal practices, policies and procedures such as:

    • Internal controls and disclosure controls;

    • Codes of ethics;

    • Conflicts of interest and independence matters;

    • CEO/CFO certifications and related disclosure;

    • Charters and mandates for board and board committees;

    • Position descriptions; 

    • Internal assessments, valuations and questionnaires; and

    • Receipt, retention and handling of complaints (whistleblowing procedures);

  • Offer training and support during the creation and implementation of governance policies;

  • Help with the design of executive and employee compensation, pension and benefit plans;

  • Assist in the design of frameworks for risk management;

  • Help establish environmental audit and compliance procedures;

  • Assist with public disclosure;

  • Review existing policies in light of "best practice" benchmarks to come up with practical solutions;

  • Advise individual directors, independent committees and boards on procedural or transactional matters; and

  • Provide "second" opinions to supplement those of current counsel or auditors.

Related Practices
Key Contacts

Marc B. Barbeau 
Robert Carelli
Vanessa Coiteux
Benoît C. Dubord
Pierre-Yves Leduc

William J. Braithwaite
Patrick J. O'Kelly
Simon A. Romano
Edward J. Waitzer

Frederick Erickson

Jonathan Drance
Related Publications