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Corprorate Governance / Directors & Officers
Corporate Governance / Directors & Officers
Boards of directors are under the spotlight. Investors, regulators and political leaders have made it clear that the traditional mode of corporate governance - deference to management, following perfunctory review - will no longer suffice. The level of board oversight is being ratcheted up, as is their accountability to multiple constituents.

The goal is clear. How we get there and the unintended consequences are less obvious. Coping with a range of new standards and regulatory requirements may distract boards from the more critical tasks of constructively challenging and advising management. 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 board and committee structures and procedures, director and officer liability, shareholder remedies, stock exchange and securities compliance requirements, investor relations, management succession and executive compensation matters.

As one of Canada's leading business law firms and one of the country's most active securities practices, Stikeman Elliott regularly counsel boards of directors, senior executives, institutional and other investors, and individual officers and directors.

How Stikeman Elliott Can Help

We help boards and management teams to:

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

  • Keep abreast of current issues in corporate governance; and

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

In addition, we can:

  • Assist in the design of appropriate disclosure policies, internal controls, insider trading policies, committee charters and codes of ethics;

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

  • Help with the design of compensation plans;

  • Assist with public disclosure;

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

  • Advise individual directors or independent committees in procedural or transactional matters; and

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


Recent Group Activities


Stikeman Elliott participating in compliance conference

October 20-22 / The firm is sponsoring and Terence Doherty of the New York office will be participating at the National Society of Compliance Professionals annual conference in Philadelphia.

Duties of Directors during take-over
Montréal lawyer Patrick Desalliers and Professor Stéphane Rousseau are authors of "Les devoirs des administrateurs lors d'une prise de contrôle", comparing directors' duties in a take-over in Delaware and Canadian law.


practices  
Related Practices
Contacts
Key Contacts

Montréal:
Steeve Robitaille

Toronto:
Alan D'Silva
Patrick O'Kelly
Ed Waitzer

Calgary:
David Lefebvre
Related Publications
Other Articles