Corporate governance and disclosure
Corporate governance and continuous disclosure rules and practices are ever-changing. We make sure our clients are aware of this shifting landscape.
Companies need the right corporate governance and disclosure practices to mitigate risk and help to ensure directors and officers are satisfying their fiduciary duties. We know that issuers at different stages of development require different approaches - a one size fits all approach does not serve our clients' interests.
Issuers are rightly focused on enhancing long-term stakeholder value - corporate governance and disclosure practices need to be designed to help management and boards continue to focus on that objective, while still adapting to changes in the business and best practices.
What we do
We regularly prepare and/or review continuous disclosure documents, such as press releases, material change reports, annual information forms, executive compensation disclosure, corporate governance disclosure, information circulars and management's discussion and analysis.
We can also help you with:
- Advising boards and committees on fiduciary duties, change of control or related party transactions
- Directors' and officers' liabilities and indemnities
- Managing conflicts of interest
- Corporate governance policies and board and committee mandates
- Compliance with insider trading rules and restrictions
- Designing disclosure policies and procedures to ensure compliance with timely reporting requirements of material information
- Whistleblower complaints
- Corporate governance best practices, including policy changes by proxy advisory groups such as Institutional Shareholder Services and Glass Lewis
- Environmental, social and governance (ESG) reporting and practices
What our clients say
"The BD&P team always provides pragmatic business and legal advice." – Legal 500 2020
Representative work
Shaw Communications $26 billion acquisition by Rogers
Counsel to the special committee of the board of directors of Shaw Communications in the $26 billion acquisition by Rogers Communications (pending regulatory approval)
Toscana Energy Income Corporation's acquisition of Toscana Financial Income Trust
Independent counsel to the special committee of independent directors of Toscana Financial Income Trust in the $34.3 million acquisition and related party transaction by Toscana Energy Income Corporation completed by a plan of arrangement.
