Directors' Duties in Canada

ebook ∣ Volume 1

By Barry J. Reiter

cover image of Directors' Duties in Canada

Format

ebook

Author

Barry J. Reiter

Publisher

LexisNexis

Release

25 May 2021

Subjects

Corporate Law Canada

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Corporate governance is a hot topic, as directors' actions and omissions come under increasing scrutiny from regulators, stakeholders, legislators, the media, and observers.

The 7th edition of Directors' Duties in Canada addresses these duties in the context of public and private companies, Crown corporations, investment funds and not-for-profit organizations. This updated and enhanced edition offers current, practical advice on what directors' duties are; best practices in discharging those duties; and how directors can avoid embarrassment and liability.

Topics include:

Risk management, including financial and operational, information technology, cyber security, privacy, intellectual property, insolvency, environmental, and social media risks

Directors' duties with respect to employment laws, pensions plans, and mutual funds

Proxy contests, including why they begin, how to avoid 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 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

What's New in this Edition?

New content on managing cyber security risks

New guidance on directors' environmental liability

Coverage of what happens with individual director's insurance when an organization's Directors' and Officers' Liability insurance has been exhausted

The use and abuse of dual-class shares

Updated appendices and case law references:

Appendices include precedents, checklists and a massive "Common Sources of Liability under Federal Statues" chart

Coverage of legislative updates since the last edition

Recent reform initiatives driven by legislators, regulators, and shareholder activist groups, focusing attention on:

Gender (i.e. diversity in board composition)
Board tenure limits and turnover
Director qualifications and demonstrated commitment (by attendance)
Board and individual director evaluation
Individual voting for directors
Engagement with stakeholders
Enhanced transparency of disclosure
"Say on pay" voting
Procedural fairness in proxy contests

The practical approach of Directors' Duties in Canada, 6th Edition and the broad scope focusing on private and public, Crown, investment fund and not-for-profit organizations across Canada, make this book ideal for legally and non-legally trained readers.