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Directors' Duties in Canada, 6th Edition

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.
Publication Language: English

Softcover | 1,200 pages

In Stock
ISBN/ISSN: 9780433487050

Product description

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

The 6th 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.


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Table of contents

Chapter 1: Governance: Basic Principles
Chapter 2: The Duties of Directors
Chapter 3: The Board of Directors
Chapter 4: Nominee Directors and Observers
Chapter 5: Corporate Secretary
Chapter 6: Board Meetings
Chapter 7: In Camera Meetings
Chapter 8: Board Evaluations
Chapter 9: Annual and Special Meetings of Shareholders
Chapter 10: Proxy Wars
Chapter 11: Standing Committees of the Board (and a note on standing policies)
Chapter 12: Special Purpose Committees
Chapter 13: Minutes
Chapter 14: Advisory Boards
Chapter 15: Governance of Private Companies
Chapter 16: Building a Great Board of Directors – A Committed and Sustained Process
Chapter 17: Transitions in Governance
Chapter 18: Corporate Finance
Chapter 19: Merger & Acquisition (Control) Transactions
Chapter 20: Board's Role in the Creation of Dual Class Shares
Chapter 21: Regulatory Liabilities
Chapter 22: Duties of Directors under Employment Laws
Chapter 23: Duties of Directors in the Pension Context
Chapter 24: Duties of Directors in Mutual Fund Governance
Chapter 25: Governance of Crown Corporations
Chapter 26: Governance of Not-For-Profit Organizations
Chapter 27: Corporate Social Responsibility
Chapter 28: Some Current Topics in Governance: Diversity, Term Limits and Majority Voting
Chapter 29: Risk Management
Chapter 30: Confidential Information
Chapter 31: The Board and Privacy Legislation
Chapter 32: Internal Investigations
Chapter 33: CEO Succession
Chapter 34: Protecting Yourself as a Director
Chapter 35: Indemnification and Insurance
Chapter 36: Resigning as a Director