Corporate governance has become a focus of concern for public companies in the wake of recent corporate scandals. Regulatory requirements for disclosure and certification have been increased dramatically over the past several years. Clients require experienced counsel to guide them through this changing and complex regulatory environment. We have extensive knowledge in the application of national instruments adopted by all provincial securities commissions, together with a working knowledge of the U.S. requirements under Sarbanes-Oxley.

Several of our experienced lawyers sit on public company boards of directors and understand the legal and practical nature of the advice required to ensure effective and compliant corporate governance. We will assist you with issues relating to board and committee mandates and processes and provide advice on government policies, investigations, reviews and reports as well as on matters such as director and officer liability, fiduciary duties of directors, conflicts of interest, related party transactions, investor relations, continuous disclosure and other regulatory and stock exchange compliance requirements.

Other services include:

• Preparation of continuous disclosure documentation
• Drafting of corporate committee charters
• Preparation of directors mandates
• Assistance in drafting shareholders' rights plans
• Construction of employee stock ownership plans, employee share purchase plans and various director incentive programs
• Drafting corporate database and whistle blowing policies
• Drafting codes of conduct