Legal Frameworks, Ethical Issues, and Conflict Resolution
In this program, Susan Kushneryk and Eric Morgan discuss how lawyers who work with closely held companies can navigate governance challenges, including complex legal frameworks and ethical issues involved in the governance of companies. Topics include:
• Overview of governance legal principles
Directors’ duties (fiduciary and duty of care) Relevant statutes (OBCA and CBCA) and case law
Corporate separateness, and shareholders’ and other stakeholders’ rights
• Common sources of conflict in closely held companies and how to deal with them
Unclear division of roles and responsibilities between directors, owners, and managers Recognizing when there are conflicts of interest between different governance actors because of their different legal obligations (e.g. directors and shareholders) and what counsel needs to do in these circumstances, including referring the client(s) to separate counsel
Disputes over allocation of decision-making powers and economics benefits, and succession issues in family enterprises o Ethical issues for counsel working with closely held companies when conflicts aris
• How these conflicts can be avoided and resolved, both in and out of court
Governance best practices to avoid conflicts Managing the relationships between different governance actors that may become acrimonious and personal while maintaining civility in the boardroom and continuing to understand and discuss with the client what the client is looking for in terms of a successful outcome o Involvement of independent counsel (e.g. when separate representation is needed and for investigations)
Presenter(s)
• Susan Kushneryk • Eric Morgan
Toronto Lawyers Association
For more than 135 years, the Toronto Lawyers' Association, located within the Courthouse Library, has represented the interests of lawyers practising in the City of Toronto. The association was founded to support its members in three key areas: Knowledge, Advocacy, and Community. To uphold these pillars, the association offers a year-round mix of online and in-person education programs for lawyers, hosts both free and paid events to foster in-person networking, and submits advocacy pieces on behalf of its members to the Ontario bench and bar, all levels of government, and the broader public.
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