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. Partners Ed Waitzer and William Braithwaite are listed in the Euromoney Guide to the World's Leading Corporate Governance Lawyers 2008 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, working with acquirers and targets on developing new governance procedures 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:
- Audit existing corporate governance procedures and documentation;
- Develop 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 Litigation Unleashed, 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 including the following:
- 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;
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Help with the design of executive and employee compensation, pension and benefit plans;
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Design a framework for risk management and hedging;
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Establish environmental audit and compliance procedures;
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Assist with public disclosure;
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Review existing policies in light of "best practice" benchmarks to come up with practical solutions;
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Advise individual directors or independent committees on procedural or transactional matters; and
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Provide "second" opinions to supplement those of current counsel or auditors.
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