Good corporate governance is the properly coordinated result of appropriate corporate structures, compliance, best practices, proper staffing, transparency and capable management. Sound legal advice is fundamental to ensuring that these areas are appropriately addressed. Miller Thomson’s Corporate Governance Group has the expertise and resources to provide advice on 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 can also provide governance educational services, including orientations for new board members and candidates, as well as ongoing board education and evaluation.
Leveraging lawyers from a variety of practices, we are able to advise on all aspects of governance issues for a variety of entities, including self-regulatory organizations, public and private companies, charities, boards, commissions and crown corporations.
Our services include:
- Board and Subcommittee Mandates and Charters: We can assist with the establishment of appropriate mandates for your board and its subcommittees, whether it be setting up a new corporate or trust structure or as part of a corporate governance housecleaning.
- Special Committee Mandates: We can frame the mandates for special committees, and also provide advice that supports consideration of management’s proposals.
- Compliance Programs: Our lawyers can assist you in developing a compliance program that effectively meets your needs and minimizes the risks to your business, officers and directors.
- Directors’ and Officers’ Insurance: Our Insurance lawyers can analyze and advise on directors’ and officers’ coverage to ensure that protection is effective and appropriate to your corporate structure.
- Best Practices: Our Social Impact (Charities and Not-for-Profit) Group advises on a range of issues, including using particular governance models such as Policy Governance, the conduct of related businesses and conflict matters. In a business corporation context, we can assist with compensation and shareholder communications.
- Second Opinions: When a higher level of assurance is required on legal advice already provided, we can advise 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 they are at variance with the second opinion.
- Director Performance: We can assist with the development of performance and evaluation criteria for a board of directors in the particular context in which the corporation operates.
- Directors’ and Trustees’ Fiduciary Duties: Our lawyers can assist with the most difficult questions of the application of the fiduciary standard and other responsibilities of directors and officers, including advising on the heightened standard that applies to charities.
- Codes of Conduct: We can assist with the development of a corporate code of conduct that meets your corporation’s situation and needs.
Miller Thomson lawyers recognized in The Best Lawyers in Canada 2017
126 Miller Thomson lawyers from across the country and in numerous areas of law have been recognized for their expertise in the 2017 edition of The Best Lawyers in Canada. This result is up from 122 lawyers ranked last year....
James Klotz and Jay Hoffman contribute to European Lawyer’s Corporate Governance
Congratulations to James Klotz and Jay Hoffman on the publication of their Canada Chapter, which appears in the newly released book Corporate Governance, a European Lawyer Reference Series. The authors gratefully acknowledge the assistance provided by their associate Mara Banack in the preparation...
James M. Klotz is appointed Vice-Chair of the International Anti-Corruption Committee of the ABA Section of International Law.
Jeff Thom speaks on Ensuring Legal and Ethical Conduct by the Corporation and the Board at the Federated Press seminar 15th Reinventing the Corporate Secretary Course.
Brad Elberg and Henry Bertossi will be speaking on corporate governance at the Council of Ontario University Secretaries Fall 2013 Conference.
Brad and Henry will be speaking about university governance, the applicability of parliamentary rules, the consequences of breaking the applicable rules, and the likelihood of a court interfering where rules have been broken. This year’s conference theme is aptly titled “Rules,...
Jennifer Bishop and Lyne Gaulin are chairing the Law Society of Upper Canada’s event “Practice Gems: Essentials of the Privately Held Company 2013” on September 26, 2013.
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Corporate Governance – International Series
Sweet & Maxwell/Thomson Reuters
Canada chapter, click here to view this publication.
Why ‘Tone at the Top’ can be Off-Key: Some Psychology Behind Effective Compliance Programs
Management Ethics, Fall/Winter 2013, 3-5
The Anti-Corruption Dilemma for Canadian Companies
The 2013 Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada
Just how far must companies go to comply with the law?
Canadian Companies that Operate Abroad Beware … the Mounties are Coming
Directors’ and Officers’ Liability Best Practices Guidelines
Recent Developments in Canadian Corporate Law
AuRico Metals acquires Kiska Metals
Counsel to Primary Capital Inc., financial advisor to the Board of Directors of Kiska Metals
Orla Mining and Pershimco Resources complete merger
Counsel to Primary Capital Inc., financial advisor to the Special Committee of Pershimco Resources Inc.
Austral Gold completes acquisition of Argentex Mining
Counsel to Primary Capital Inc., financial advisor to the Special Committee of the Board of Directors of Argentex Mining Corporation
SnipGold acquired by Seabridge Gold by way of plan of arrangement
Counsel to Primary Capital Inc., financial advisor to the special committee of the Board of Directors of SnipGold Corp.
Nighthawk Gold completes acquisition of Superior Copper
Counsel to Primary Capital Inc., exclusive financial advisor of the Special Committee of Superior Copper Corporation
Dundee Precious Metals acquires Avala Resources
Counsel to Primary Capital, financial advisor to the special committee of Avala Resources
Oban completes business combination with NioGold
Counsel to Primary Capital Inc., financial advisor to the Special Committee of Oban Mining