Corporate Governance

Overview

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.

COVID-19 Resources

We have written on a variety of topics to help identify the pertinent issues, understand the legal implications, minimize risk exposure and manage legal obligations.

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Corporate Governance - Jurisdictional Comparisons

Jay Hoffman and James Klotz of Miller Thomson LLP author the Canada chapter of Corporate Governance – International Series, Sweet & Maxwell/Thomson Reuters, 2015

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