Corporate governance continues to be a very hot topic, as directors’ actions and omissions come under increasing scrutiny from regulators, stakeholders, the media, and observers.

The 5th Edition of Directors’ Duties in Canada is a completely updated and enhanced, practical guide to what directors’ duties are, best practices in discharging those duties, and how directors can protect themselves from embarrassment and liability.

The book includes consideration of:

• Directors’ duties in the context of public and private companies, Crown corporations, and not-for-profit organizations
• Directors’ duties with respect to employment laws, pension plans, and mutual funds
• Risk management issues, including financial and operational, information technology, intellectual property, insolvency, environmental, and social media risks
• Proxy contests, including consideration of why they begin, how to avoid them, how to prepare for them, and how to fight them to win
• How to build a great board, and what a director candidate should consider before accepting an invitation to join a board
• Shareholder rights plans (poison pills) and other defensive tactics, and directors’ responsibilities generally in the context of hostile takeover bids
• Special committees and how to operate them effectively
• Director-level considerations in corporate finance • what corporate social responsibility means to and for directors today
• Internal investigations and how to conduct them
• The roles of the corporate secretary and of minutes in the governance and director protection process
• Actionable precedents, including sample board and committee mandates, key governance policies, and board evaluation templates
• Best practices for directors in determining to join or resign from a board, in obtaining satisfactory indemnification, and directors’ and officers’ insurance

About the Author
Barry Reiter’s practice focuses on corporate finance, development, and governance.

Barry advises boards, directors, and management on governance issues. As Chair of the Bennett Jones LLP Corporate Governance and Director Protection Practice, he is an experienced director and has chaired boards and a variety of board committees. Formerly a law professor at the Faculty of Law, University of Toronto (1974-1982) and recognized as one of Canada’s 100 Most Creative Lawyers, Barry has published books and articles on corporate governance, advisory boards, joint ventures, contracts, real estate, and the legal process.

Bennett Jones LLP has over 400 legal professionals in the Calgary, Toronto, Edmonton, Ottawa, Beijing, Dubai, and Abu Dhabi offices. Their professional practice encompasses virtually every sector of business, industry, and government.

Includes

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Full Article

This newsletter summarizes emerging issues that affect the duties, responsibilities, and liabilities of corporate directors in Canada.

Update Frequency: Three times annually

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Rotch Library - NA1053.L475 A4 2018

The order, which set aside the August 9 ruling of a single-judge bench, prevented the group entities from publishing the voting results of the last AGM. However, the firms will now be able to execute decisions taken at the AGM last year. People in the know said the Birlas would appeal against the order in a higher court.