Maneuvering the corporate minefield
"Jump Start on CPD 2016": Wednesday, March 2, 2016; Time: 9:00 am – 4:00 pm
(Original course: Wednesday, November 25, 2015)
Who should attend: Corporate counsel, in-house counsel, and corporate/commercial litigators.
Learning level: Advanced
Corporate governance is everywhere in the news these days. Corporate officers and boards of directors are facing increased pressure and scrutiny over their independence, accountability, and governance. As counsel to corporations, are you fully prepared to advise your clients? This course provides a practical analysis of current trends and key issues in corporate governance law and their implications for counsel advising corporate officers and boards of directors. This advanced level course is one that you can’t afford to miss!
At this course you will learn about...
- the roles and responsibilities of a board and how to design and elect an effective one
- current corporate governance policy trends in the Canada & US
- managing conflicts of interest on your board
- corporate social responsibility
- risks management and strategies for avoiding and/or managing governance related litigation
Law Society of BC CPD Hours: 6.5 hours (a minimum of 1 hour will involve aspects of professional responsibility and ethics, client care and relations, and/or practice management).
Course Chair
Joseph A. Garcia — Blake, Cassels & Graydon LLP, Vancouver
Planning Committee
Gordon R. Chambers — Cassels Brock & Blackwell LLP, Vancouver
Paul L. Goldman — MacPherson Leslie & Tyerman LLP, Vancouver
Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Iain Mant — Fasken Martineau DuMoulin LLP, Vancouver
Leo Raffin — McMillan LLP, Vancouver
Michael G. Urbani — Stikeman Elliott LLP, Vancouver
Pricing
"Jump Start on CPD 2016" Rebroadcast
EARLY BIRD (Register by February 1, 2016 and SAVE): $430
Save even more with your CPDone Pass. Click here for more info.
After February 1, 2016: $475
Registration includes an electronic copy of the course materials.
SPECIAL GROUP RATES! New "plus-one" pricing!
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Webinar Archive: This course will be added to the Webinar Archive. See below to subscribe.
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Can't make the live course/live webinar?
1. Order the online course materials, an archive of all CLEBC papers published since 2001. ... OR
2. Subscribe to the Webinar Archive, a repository of recordings of most CLEBC past courses.
Annual subscription rates for both options are based on firm size.
CLEBC Program Lawyer
Genevieve Chang
gchang@cle.bc.ca
Course Chair
Joseph A. Garcia — Blake, Cassels & Graydon LLP, Vancouver
About the Course Chair
Joseph Garcia is a partner at Blake, Cassels & Graydon LLP, Vancouver, and has been practicing law for more than 18 years. He represents clients in a wide range of areas, particularly in domestic and cross-border corporate finance transactions, mergers and acquisitions, and general corporate and securities matters. Acting for public and private corporations, underwriters, and venture capitalists, Joseph has worked with clients in such industries as life sciences, technology, financial services, mining, and retail.
Joseph has lectured extensively on corporate governance and advanced securities law topics for CLEBC, and is recognized as a leading lawyer in numerous publications. Prior to his career in law, Joseph worked in corporate finance with a national underwriter and in clinical research with a large pharmaceutical company.
Planning Committee
Gordon R. Chambers — Cassels Brock & Blackwell LLP, Vancouver
Paul L. Goldman — MacPherson Leslie & Tyerman LLP, Vancouver
Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Iain Mant — Fasken Martineau DuMoulin LLP, Vancouver
Leo Raffin — McMillan LLP, Vancouver
Michael G. Urbani — Stikeman Elliott LLP, Vancouver
Faculty
Teresa Budd — Governance Consultant and Lawyer, Watson Advisors Inc., Vancouver
Gordon R. Chambers — Cassels Brock & Blackwell LLP, Vancouver
Corey M. Dean — DuMoulin Black LLP, Vancouver
Joseph A. Garcia — Blake, Cassels and Graydon LLP, Vancouver
Adam M. Givertz — Paul, Weiss, Rifkind, Wharton & Garrison LLP, Toronto
Paul L. Goldman — MacPherson Leslie & Tyerman LLP, Vancouver
Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Troy J.A. Lehman — Blake, Cassels & Graydon LLP, Vancouver
Robin Mahood — McCarthy Tétrault LLP, Vancouver
Iain Mant — Fasken Martineau DuMoulin LLP, Vancouver
Leo Raffin — McMillan LLP, Vancouver
Mark L. Skwarok — McMillan LLP, Vancouver
Michael G. Urbani — Stikeman Elliott LLP, Vancouver
Catherine E. Wade — Dentons Canada LLP, Vancouver
Welcome and Introduction
Joseph A. Garcia — Blake, Cassels and Graydon LLP, Vancouver
General Role of the Board
- a refresher of the general duties of directors
- the role of the board and how the board should use different lines of sight to perform effectively
- the importance of and how to ensure the right management team and proper incentives
- the board’s role in compliance, oversight, and strategy, and where to focus energy and effort
- how to improve board effectiveness
Iain Mant — Fasken Martineau DuMoulin LLP, Vancouver
Catherine E. Wade — Dentons Canada LLP, Vancouver
Networking Break
Designing and Electing an Effective Board
- overview of regulatory requirements
- challenges—compliance with the law is not enough
- process and suggested practices
Teresa Budd — Governance Consultant and Lawyer, Watson Advisors Inc., Vancouver
Gordon R. Chambers — Cassels Brock & Blackwell LLP, Vancouver
Current Trends from a Policy Perspective
- US trends
- compensation clawbacks
- pay ratio disclosure
- shareholder proposals/proxy access
- independent chair
- Canadian trends
- shareholder proxy access
- universal proxies
- OSC whistleblower policy
- board diversity update
- say-on-pay update
Adam M. Givertz — Paul, Weiss, Rifkind, Wharton & Garrison LLP, Toronto
Robin Mahood — McCarthy Tétrault LLP, Vancouver
Networking Lunch
When Interests Collide—What Every Director Need to Know about Conflicts of Interest
- what are they?
- why do they matter?
- how should they be dealt with?
- what are the consequences?
- case studies—shareholder nominee director/corporate opportunities
- best practices
Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Troy J.A. Lehman — Blake, Cassels & Graydon LLP, Vancouver
Social Responsibility and the Board
- what does social responsibility mean in the context of corporations
- review of the obligations of directors
- can directors steer a company to a path of social responsibility
Leo Raffin — McMillan LLP, Vancouver
Networking Break
Risk Management, Mitigation, and Litigation Issues
- managing the risks of corporate use of social media
- managing cybersecurity risks
- managing the risks of subsidiary operations in foreign jurisdictions
- what do you do when things go wrong?
Corey M. Dean — DuMoulin Black LLP, Vancouver
Paul L. Goldman — MacPherson Leslie & Tyerman LLP, Vancouver
Mark L. Skwarok — McMillan LLP, Vancouver
Michael G. Urbani — Stikeman Elliott LLP, Vancouver
Closing Questions and Comments
Joseph A. Garcia — Blake, Cassels and Graydon LLP, Vancouver