Corporate Governance 2020

Course Chair
Joseph A. Garcia — Blake, Cassels & Graydon LLP, Vancouver

About the Course Chair

Joseph's practice focuses on corporate finance and mergers and acquisitions. He advises public and private companies, investment dealers, venture capital and private equity funds and acts as independent counsel to boards of directors. Joseph has extensive cross border experience advising on all types of merger and acquisition and corporate finance transactions including public and private equity and debt financings, take-over and issuer bids, share and asset acquisitions and divestitures, and regulatory and stock exchange compliance work. Prior to his career in law, Joseph worked in corporate finance with a national investment bank and in clinical research with a multinational pharmaceutical company.

Joseph has been featured as a leading lawyer in publications including: Chambers Canada: Canada's Leading Lawyers for Business 2019 (Life Sciences – Band 1); IFLR1000: The Guide to the World's Leading Financial and Corporate Law Firms – 202 Edition (M&A and Capital Markets); The Canadian Legal Lexpert Directory 2019 (Biotechnology, Corporate Finance & Securities, Corporate Mid-market, Private Equity, Corporate Commercial Law, Mergers & Acquisitions and Technology Transactions); The 2018 Lexpert Special Edition – Canada's Leading Corporate Lawyers; Who's Who Legal: Canada 2019 (Life Sciences); and The Best Lawyers in Canada 2020 (Biotechnology, Corporate, Corporate Governance Practice, Mergers & Acquisitions and Securities).

Joseph has lectured extensively on corporate governance and advanced securities law topics. He has chaired CLEBC's Corporate Governance course since 2011 and is a regular contributor to CLEBC's Advanced Securities Law courses.

Planning Committee
Karim Amlani — Senior Director, Legal, Hootsuite, Vancouver
Teresa Budd — Independent Governance Consultant and Collaborator, Watson Advisors Inc., Vancouver
Joan Chambers — Blake, Cassels & Graydon LLP, Vancouver
Lynne Charbonneau — Lexterna Solutions, Vancouver
Daniel Dex — Senior Director, Legal, Zymeworks Inc., Vancouver
Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Darren Kozol — General Counsel and Corporate Secretary, Peoples Trust Company, Vancouver
Jonathan McCullough — Bennett Jones LLP, Vancouver

Faculty
Ravipal S. Bains — McMillan LLP, Vancouver
Stephanie Bertels — Director, Centre for Corporate Governance and Sustainability, Beedie School of Business, SFU, Vancouver
Teresa Budd — Independent Governance Consultant and Collaborator, Watson Advisors Inc., Vancouver
Bryan Buggey — Director, Vancouver Economic Commission, Vancouver
Mary I.A. Buttery, QC — Cassels Brock & Blackwell LLP, Vancouver
Paul Goldman — Paul L. Goldman Law Corporation, Vancouver
Michael Kahn, JD, LPC — ReelTime CLE, Vancouver
Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Darren Kozol — General Counsel and Corporate Secretary, Peoples Trust Company, Vancouver
Alexandra C. Luchenko — Blake, Cassels & Graydon LLP, Vancouver
Jonathan McCullough — Bennett Jones LLP, Vancouver
Steven McKoen, QC — Blake, Cassels & Graydon, LLP, Vancouver
Sabrina Spencer — Blake, Cassels & Graydon LLP, Vancouver
Christie Stephenson — Executive Director, Peter P. Dhillon Centre for Business Ethics, Sauder School of Business, University of BC, Vancouver
Lisa M. Stewart — Bennett Jones LLP, Vancouver

Click here for full faculty bios

Welcome and Land Acknowledgement

Joseph A. Garcia — Blake, Cassels & Graydon LLP, Vancouver

How to Get Governance at the Board Table

• a board's stewardship responsibilities
• board evaluations to identify weaknesses, skills gaps and other "blind spots"
• nomination practices
• implicit and unconscious bias and inclusion training

Teresa Budd — Independent Governance Consultant and Collaborator, Watson Advisors Inc., Vancouver
Michael Kahn, JD, LPC — ReelTime CLE, Vancouver
Darren Kozol — General Counsel and Corporate Secretary, Peoples Trust Company, Vancouver

Break

Special Committees, Advisory Committees, and Observers

• when do you need each
• dealing with conflicts
• differences between public and private companies
• update on fairness opinions
• impact of fiduciary and non-fiduciary roles
• defining roles and duties of advisors and observers
• liability, insurance, and indemnity

Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Jonathan McCullough — Bennett Jones LLP, Vancouver

Hot Topics in Corporate Governance

• United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP)
  • BC's implementation of the Declaration of the Rights of Indigenous Peoples Act (DRIPA) to make provincial law consistent with UNDRIP
  • impact on corporate governance
• CBCA and securities law updates
  • new transparency requirements for shareholder registers
  • disclosure requirements for board diversity

Sabrina Spencer — Blake, Cassels & Graydon LLP, Vancouver
Lisa M. Stewart — Bennett Jones LLP, Vancouver

Lunch with Featured Speaker: 

"Climate Change and Its Impact on Corporate Governance" with
Stephanie Bertels — Director, Centre for Corporate Governance and Sustainability, Beedie School of Business, SFU, Vancouver

• understanding climate change and climate change risk
• climate change disclosure expectations (including the Taskforce for Climate Related Financial Disclosure and Science-based Targets)
• anticipating future regulation and litigation
• growing pressure for companies to take a position
• questions directors and general counsel should be asking about climate risk

Governance Strategies on Climate Change and Financial Risk

• regulatory pressure, expected transition, opportunities for businesses that are proactive with addressing climate change
• the role of investors in shaping the discussion around climate risk—increased ESG disclosures demands and restrictions to capital
• climate change liability—getting and giving instructions to boards around climate change
• role of the board in oversight

Ravipal S. Bains — McMillan LLP, Vancouver
Bryan Buggey — Director, Vancouver Economic Commission, Vancouver
Mary I.A. Buttery, QC — Cassels Brock & Blackwell LLP, Vancouver
Christie Stephenson — Executive Director, Peter P. Dhillon Centre for Business Ethics, Sauder School of Business, University of BC, Vancouver

Break

Ethics and Conflicts at the Board Level

• clearly defining the role of directors: issues relating to shareholder nominees on corporate boards
• board confidentiality: are there any permitted exceptions?
• director conflicts of interest: the necessity of dealing with both direct and indirect conflicts
• how to handle bullying or harassment by corporate directors
• whistleblower complaints by or against directors: do the normal rules apply?
• is there an ability to remove a director who is in breach of their duties?

Paul Goldman — Paul L. Goldman Law Corporation, Vancouver
Lisa M. Stewart — Bennett Jones LLP, Vancouver
Steven McKoen, QC — Blake, Cassels & Graydon, LLP, Vancouver

Crisis Management

• initial triage, investigation structure, and protecting privilege
• evidence collection, witness interviews, and independent counsel
• liaising with the authorities
• best practices for analyzing ethical issues

Alexandra C. Luchenko — Blake, Cassels & Graydon LLP, Vancouver