Corporate Governance

Our Group

Miller Thomson’s Corporate Governance Group consists of lawyers from within our National Capital Markets and Securities, Corporate and Commercial and Charities and Not-For-Profit practices. 

Our Clients

Our practitioners across the country have experience in governance issues, including self regulatory organisations, public and private companies, related party transactions under securities laws, charities, boards, commissions and crown corporations.

Our Services

Good corporate governance is the properly co-ordinated result of appropriate corporate structures, compliance, best practices, proper staffing, transparency and capable management. The right legal advice is fundamental to each one of these.

Our Group has the expertise and resources to address all corporate governance needs.  Our team provides advice relating to board and committee structures and mandates, governance processes and policies, directors’ and officers’ duties and liabilities, the conduct of meetings, conflicts of interest, and compliance with regulatory requirements.  We are also called upon to provide governance educational services which include orientations for new board members and board candidates as well as ongoing board education and evaluation.  

Our specific services include:

Board and Subcommittee Mandates and Charters

Our experienced corporate counsel can assist you with the establishment of appropriate mandates for your board and its subcommittees.  This can be part of setting up a new corporate or trust structure or as part of a corporate governance house-cleaning.  Our lawyers can help you not only to properly define your procedure and carry them out, but to do so in the most efficient way including the utilization of electronic record keeping and other services.

Special Committee Mandates

We are experienced not only in framing the mandates for special committees but also in providing advice that supports their consideration of management’s proposals.  In a large scale transaction in which a special committee is appointed, we play an active role in assessing the structural aspects of the transaction, the legal risks entailed and the market context in which the transaction takes place.

In addition to corporate and securities counsel, Miller Thomson has expertise in forensic securities and litigation matters that can support the operation of a special committee that is charged with making an internal investigation.

Compliance Programs

Our lawyers have experience in many regulated industries including, banking, trusts, insurance, mortgage brokers, loan corporations and other financial service providers.  These practitioners can assist you in developing a compliance program that effectively meets your needs and minimizes the risks to your business and to its officers and directors.

Directors’ and Officers’ Insurance

While the need for directors’ and officers’ liability insurance is widely recognized, the details of such coverage are complex and technical and not well understood.  Coverages vary constantly with market conditions and the individual structures in which they are used.  

Our firm has an exceptionally strong insurance practice including practitioners who are able to analyze and advise on directors’ and officers’ coverage to assure that protection is effective and appropriate to each particular corporate structure.

Best Practices

While certain best practices may apply to boards in each of the public, private and not-for-profit sectors, certain other best practices will pertain specifically to one sector or another. See our comprehensive guidelines for Directors and Officers Liability Best Practices.

The members of our not-for-profit practice advise boards and executives of charities and other not-for-profits on a wide range of issues including the use of particular governance models like Policy Governance, the conduct of related businesses, and conflict matters.  Similarly, in a business corporation context, our practitioners are available to assist with matters such as compensation and shareholder communications.

Second Opinions

In difficult circumstances where a higher level of assurance is required on legal advice already provided, our experienced securities, corporate, charities, securities and commercial litigation counsel can assist.  Our group members can advise effectively and efficiently on the most complex and delicate situations, offering second opinions that can corroborate earlier opinions or alert directors and officers to the risks of relying on such opinions if in fact they are at variance with the second opinion.

Director Performance

Our lawyers can assist the development of performance and evaluation criteria for a board of directors in a particular context in which the corporation operates.

Directors’ and Trustees’ Fiduciary Duties

With a wide range of experience in securities, corporate and litigation matters, our team of practitioners are able to assist with the most difficult questions of the application of the fiduciary standard and other responsibilities of directors and officers.  We are particularly experienced in advising on the heightened standard that applies to charities.

Codes of Conduct

Codes of conduct vary widely in their content, the manner in which they are usually created or adopted and the manner in which they are administered or enforced.  

Because the value of a code of conduct will depend very much on its relevance to the particular circumstances of the corporation that adopts the code, our experienced corporate, securities and labour lawyers can assist with the development of a corporate code of conduct that meets your corporation’s situation and needs.