Expertise

Governance and Directors' Liability

In an environment of heightened shareholder and media attention, corporate governance has become more prominent over the past several years. Legislation, regulation, and measurement have increased substantially and best practices in corporate governance continue to evolve.

Greater public scrutiny and expectations for public accountability have put pressure on organizations to improve corporate leadership and transparency with respect to decision-making and financial-reporting processes. These potentially complex and challenging stakeholder expectations apply to directors, officers, and their advisors.

Ogilvy Renault's Corporate Governance practice helps clients overcome corporate governance challenges so that they meet stakeholder expectations. For many years, our team has been involved with virtually all aspects of managing and governing public and private organizations.

We are trusted advisors to boards of directors and their committees, officers, trustees, institutional shareholders, and special committees. We counsel our clients on issues such as board management, fiduciary duties, director and officer liability, securities compliance, and regulatory compliance. In particular, our team structures governance processes, procedures, and committee mandates, and we help clients to implement best practices in the field.

Services

Across all industries, our Corporate Governance team provides clients with expert advice on the following:

• Complying with ethical and fiduciary responsibilities in high-profile situations.
• Assessing matters of director and officer liability, indemnity, and insurance.
• Acting in accordance with reporting and disclosure requirements related to material information, such as financial announcements, press releases, and the actions of boards of directors.
• Developing corporate processes and policies, including codes of ethics and disclosure policies.
• Managing information disclosure and compliance requirements during take-over bids.
• Navigating emerging trends and issues in accountability, transparency, and regulatory scrutiny.
• Preparing and reviewing continuous disclosure documentation.
• Addressing audit, executive compensation, and business trust issues.
• Advising independent committees.
• Responding to matters such as negligence, environmental damage suits, mass tort claims, securities disclosure, financial reporting, and tax fraud.
• Preparing for shareholders' meetings, board meetings, and committee meetings.

Experience

Members of our Corporate Governance team are frequently invited to speak on governance issues at businesses corporations, crown corporations, and not-for-profit organizations; they also share their expertise by writing extensively on the subject. Some team members are directors of public and private corporations as well as members of provincial and national organizations that research and promote good corporate governance.