Directors' and Officers' Liability

Directors' & officers' criminal liability
Richard J. Berrow

Securities class action exposure
Jeffrey S. Leon

D&O liability in mergers & acquisitions
Kathleen P. Keilty

Protecting against self-incrimination in cross-border proceedings
Don Jack

D&O liability in executive compensation case
Leslie R. Duncan

Environmental liability of directors & officers
Kate Chisholm

Business restructuring, insolvency and bankruptcy
William J. Kenny

Negotiating D&O insurance carve-outs
Catherine Richmond
Havelock B. Madill

Mitchell H. Gropper, Q.C., is a Partner at Farris, Vaughan, Wills & Murphy LLP in Vancouver. He joined Farris in 1998 after spending the majority of the previous 28 years with the Vancouver office of McCarthy Tétrault. He served as their Managing Partner from 1988-90. He has an active practice, often giving advice to boards of directors and independent committees of boards of directors; corporations and directors in going private transactions; and mergers and acquisitions of public and private corporations.

A certified Specialist in Civil Litigation by the Law Society of Upper Canada, Jeffrey Leon has a general litigation practice with a focus on business litigation. Jeff acts in a variety of litigation matters, including securities, commercial, corporate, class proceedings, product liability, professional negligence and health care. As well, he has acted in administrative law matters.

Jeff is recognized as a leading practitioner in corporate and commercial litigation, securities litigation, directors' and officers' liability, class actions and professional liability by Lexpert. Chambers Global: The World's Leading Lawyers for Business notes that Jeff has a "strong reputation as a first-class litigator." In 2005, Jeff was awarded the Law Society Medal by the Law Society of Upper Canada in recognition of his outstanding service and contributions to the legal profession. A former law clerk to the Chief Justice of Ontario, he is a regular author, speaker and panellist, having published two books and numerous articles and participated in many CLE programs. He is a member of the editorial board of Corporate Liability (Federated Press). Jeff is a fellow of the American College of Trial Lawyers and a chair of the organization's Ontario Provincial Committee and Canada-U.S. Committee. He is also a past president of the Advocates' Society.

Kate Chisholm is Vice President, General Counsel & Corporate Secretary of EPCOR Utilities Inc. She leads EPCOR's legal, environment, regulatory and compliance teams. EPCOR's Corporate Environment department is responsible for developing EPCOR's environmental policy and influencing government environmental policy, in addition to providing commercial development support and compliance and audit services.

Kate joined EPCOR in 2004, bringing with her an extensive background in legal, regulatory and environment matters. She served as former Vice President (Law & Commercial) for Alberta's transmission administrator, ESBI, after serving as Senior Legal Counsel for TransCanada Pipelines and its subsidiaries where she was in charge of TransCanada's legal matters related to environmental, health and safety, among other things. Kate completed an MBA from Queen's University in 2004. She graduated with a law degree from the University of Alberta in 1988.

Richard Berrow is a partner of Fasken Martineau DuMoulin LLP in Vancouver. Richard practices commercial litigation in a variety of areas, including the enforcement of directors and officers insurance and advice on related topics, including the placement of D&O insurance and corporate indemnification agreements, and is a regular speaker in those areas. Richard graduated from the University of British Columbia Faculty of Law in 1986 (gold medallist), clerked at the British Columbia Court of Appeal, and since his call to the bar in 1988 has practiced with Fasken Martineau DuMoulin and its predecessor, Russell & DuMoulin.

Leslie R. Duncan is counsel to Gowlings' Calgary office and maintains an active commercial litigation practice in Court and in arbitration. He has extensive commercial litigation experience as counsel to major industrial and oil and gas companies and has acted in international arbitrations as counsel and as an arbitrator. He currently acts in a wide range of commercial disputes and significant shareholder litigation. He practiced commercial litigation with major Calgary based firms from 1962, at which time he founded his own firm carrying on a substantial commercial litigation practice until 2006.

Peter Goode is a partner in McCarthy Tétrault LLP's Business Law Group. His practice focuses on mergers, acquisitions, reorganizations, private equity and corporate finance. He also has extensive experience with respect to related party transactions and going private transactions.

William J. Kenny, Q.C., is a Partner in the Edmonton of Miller Thomson LLP. As general counsel, he practices civil and regulatory litigation, construction law, transportation, insurance and corporate commercial law. He has appeared before all levels of court in Alberta, Saskatchewan and the Northwest Territories, as well as before numerous agencies, boards and tribunals.

Havelock (Hav) B. Madill Q.C. is counsel in the Edmonton office of Brownlee LLP. As the most senior member of the firm's litigation and insurance law departments, he has appeared as counsel on a wide variety of matters before all levels of provincial court, various administrative tribunals and the Supreme Court of Canada.

Catherine Richmond, CRM, LLB, is Senior Vice President, Western Region Executive Risks Practice Leader for Willis Canada in Vancouver. She began her insurance career with a national insurance broker in 1995 to create its National Directors and Officers Liability Practice. She recently joined Willis Canada to lead its Western Region Executive Risk Practice. She has consulted to many of Canada's largest companies and their boards of directors on complex D&O issues surrounding corporate governance, hostile takeovers, acquisitions, shareholder class actions, insolvencies, as well as insurance placement.

Kathleen Keilty is a Partner at Blake, Cassels & Graydon LLP in Vancouver. She practices corporate and securities law, advising public corporations and their boards of directors and special committees in connection with mergers and acquisitions, corporate finance, regulatory compliance and corporate governance matters. Ms. Keilty is also an Adjunct Professor teaching corporate law at the University of British Columbia.

Senior litigation partner. After graduating in law from Oxford University in 1971, he obtained his LLM from Osgoode Hall Law School in 1977. He was called to the Ontario Bar in 1974 and has since developed a wide variety of experience in civil litigation and many aspects of commercial litigation including but not limited to securities litigation. He acts in significant cross-border cases, including the Hollinger litigation, and Bre-X. In 1990, Mr. Jack was certified by the Law Society of Upper Canada as a specialist in civil litigation. From 1994 to 2004, he served as a member of the Civil Litigation Committee of the Law Society. In 1997, he was appointed to the Ontario Civil Rules Committee, where he continues to serve.

Mr. Jack was selected by his peers to be included in LEXPERT as one of Ontario's repeatedly recommended corporate litigation counsel, 2005. Mr. Jack was also selected by his peers to be included in The 2006 LEXPERT Guide to the 100 Most Creative Lawyers in Canada. Mr. Jack most recently was recognized by his peers to be included in the inaugural edition of "The Best Lawyers in Canada", published by Woodward/White in the United States, 2006. He is also a frequent contributor to legal periodicals and seminars on a wide variety of commercial subjects, including international securities related matters.