Board Advisory & Corporate Governance

Lawson Lundell’s Board Advisory and Corporate Governance Group counsels boards of directors and trustees, their committees, and clients more generally on a broad range of corporate governance and trustee duties matters, legal and practical. We have extensive experience advising boards of directors and trustees, board committees, special committees, individual directors and trustees, senior management and those interacting with them. We are retained by public and private corporations, trusts and REITS, as well as governments, associations, authorities, societies, Community Contribution Companies/B Corporations, not for profit entities, statutory and crown corporations, to assist with their governance. Our lawyers use their experience and knowledge to provide insightful and practical advice to deal with complex legal issues and to support effective corporate governance processes. We provide advice, taking into account the specific contexts of our clients. A number of our lawyers are seasoned directors or corporate secretaries in their own right. We hail from and draw upon the experience of lawyers across different areas in the firm, including tax, mergers and acquisitions, corporate finance and securities, and litigation, to form multi-disciplinary teams to serve our clients. 

Some examples of board advisory and corporate governance issues we are routinely involved in include:

• Corporate governance best practices and frameworks, including control analyses
• Board structure and composition, including board diversity, term limits and stakeholder roles
• Director and trustee orientations and education
• Board terms of reference, policies and procedures, including risk management oversight and agenda management 
• Fiduciary duties, standards of care and business judgement 
• Disclosure obligations and regulatory compliance
• Director and officer indemnification and liability 
• In-depth conflicts of interest analysis
• Codes of conduct and fair review processes
• Whistle blowing, anti-bribery and corruption frameworks
• Board committees, including audit, human resources, nomination, governance, risk/health & safety and director and executive compensation 

Team