Corporate Governance Challenges CPD
Navigating Governance Challenges in Closely Held Companies
Speakers: Susan Kushneryk & Eric Morgan, Kushneryk Morgan LLP
Chair: Jennifer Hawn, Polishuk Camman & Steele
In this program, Susan and Eric and Matthew will 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 will include:
Overview of governance legal principles:
– Directors’ duties (fiduciary and duty of care)
– 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
– Disputes over allocation of decision-making powers and economics benefits, and succession issues in family enterprises
– Ethical issues for counsel working with closely held companies when conflicts arise
How these conflicts can be avoided and resolved, both in and out of court:
– Governance best practices to avoid conflicts
– Involvement of independent counsel (e.g. when separate representation is needed and for investigations)
– Mediation, arbitration and litigation (oppression remedy, contractual claims, breach of directors’ duties, indemnities and insurance for directors and officers)
