Directors' Duties in Canada, 7th Edition
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Corporate governance is a hot and increasingly complex and dynamic topic, as directors' actions and omissions attract closer scrutiny from legislators, regulators, a broadened group of stakeholders, the media and other commentators of the role of corporations in society.
The 7th edition of Directors' Duties in Canada addresses directors' duties as they arise 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 and accessible guidance, intended for directors and for those who advise them, on a broad range of specific topics including what directors' duties are, best practices in discharging those duties, and how directors can avoid liability and embarrassment.
While the book can be read cover to cover, individual topics can also be accessed independently and directly through an enhanced index.
- What Corporate Social Responsibility and Environmental, Social and Governance (ESG) mean for directors
- Risk management, including financial and operational, information technology, cyber security, privacy, intellectual property, insolvency, environmental, and social media risks, including a discussion of the role of directors in addressing a pandemic
- Directors' duties with respect to employment and pension obligations
- 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
- Director-level considerations in corporate finance
- 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
- Internal investigations, when they are required and how to conduct them
- The roles of the corporate secretary and of minutes in the governance and director protection process
- Best practices in director compensation
- CEO succession (voluntary and otherwise)
- Best practices for directors in determining to resign from a board, including obtaining satisfactory approaches to indemnification, and directors' and officers' insurance
- Actionable precedents, including sample board and committee mandates, codes of conduct and other key governance policies, and board evaluation templates
What's New in this Edition?
- Enhanced consideration of the roles and responsibilities of directors
- New guidance on directors' ESG responsibilities
- Updated appendices, including actionable governance precedents and checklists, and case law reference
- Legislative updates since the last edition
- Updated and enhanced index, allowing for direct access to particular topics of immediate interest
- Best practices in director compensation
- Recent issues with confidentiality and access to information
- Recent reform initiatives driven by legislators, regulators, and other stakeholder activist groups, focusing attention on:
- Gender and other diversity in board composition
- Board tenure limits and turnover
- Director qualifications and demonstrated commitment
- 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
Directors' Duties in Canada, 7th Edition provides practical, topic-by-topic, plain language guidance to directors and those who advise them. Its broad scope, addressing private and public, Crown, investment fund and not-for-profit organizations across Canada, makes this book ideal for both legally-trained and lay readers.
Table of contents
Chapter 1: Corporate Governance: The Roles and Responsibilities of Directors
Chapter 2: Doing Your Job as a Director
Chapter 3: Constituting the Board and Defining its Relationship with Management and Shareholders
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: Director Compensation
Chapter 10: Annual and Special Meetings of Shareholders
Chapter 11: Proxy Contests
Chapter 12: Standing Committees of the Board (and a note on standing governance policies)
Chapter 13: Special Purpose Committees
Chapter 14: Minutes
Chapter 15: Advisory Boards
Chapter 16: Governance of Private Companies
Chapter 17: Building a Great Board of Directors – A Committed and Sustained Process
Chapter 18: The Journey: From Governance by a Single Shareholder Control to Life as a Public Company
Chapter 19: Corporate Finance
Chapter 20: Merger & Acquisition (Control) Transactions
Chapter 21: Board's Role in the Creation of Dual Class Shares
Chapter 22: Regulatory Liabilities
Chapter 23: Duties of Directors under Employment Laws
Chapter 24: Duties of Directors in the Pension Context
Chapter 25: Duties of Directors in Mutual Fund Governance
Chapter 26: Governance of Crown Corporations
Chapter 27: Governance of Not-For-Profit Organizations
Chapter 28: The Evolving Face of Corporate Social Responsibility and ESG
Chapter 29: Some Current Topics in Governance: Diversity, Term Limits, Majority Voting and Say on Pay
Chapter 30: Risk Management
Chapter 31: Information and Confidentiality
Chapter 32: The Board and Privacy Legislation
Chapter 33: Internal Investigations
Chapter 34: CEO Succession
Chapter 35: Protecting Yourself as a Director – Public Disclosure Liability, Insider Trading Liability and Red Flags: When Directors Should be Worried
Chapter 36: Indemnification and Insurance
Chapter 37: Resigning as a Director