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3RD DIRECTORS' & OFFICERS' LIABILITY COURSE

Presentations, lecture notes and visual aids delivered at the Federated Press 3rd Directors' & Officers' Liability Course held in Toronto on March 26 & 27, 2008.

To purchase, please contact Federated Press.


Corporate law exposure & the business judgement rule
Mitchell H. Gropper

Securities litigation & enforcement update
Usman Sheikh

Securities class action exposure
Jeffrey S. Leon

Directors’ & officers’ penal (criminal & regulatory) liability
J. Bruce McMeekin

D & O liability in mergers & acquisitions
Kathleen Keilty

Protecting against self-incrimination in cross-border proceedings
Donald H. Jack

The shifting sands in the "vicinity of insolvency"
William J. Kenny

Environmental liability of directors & officers
Kate Chisholm

Negotiating D & O insurance carve-outs
Catherine Richmond


Course Leaders

Mitchell H. Gropper
Farris, Vaughan, Wills & Murphy LLP

 

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. He is rated by LEXPERT as one of Vancouver’s leading lawyers in mergers & acquisitions, corporate finance and corporate commercial (one of only three lawyers so recognized), one of Canada’s 40 "Deal-Makers", one of Canada’s 100 most creative lawyers, and one of Canada’s 100 leading "cross-border" transaction lawyers.

 
Jeffrey S. Leon
Bennett Jones LLP

 

Jeffrey S. Leon, a Partner in Bennett Jones LLP’s Toronto office, is a certified Specialist in Civil Litigation by the Law Society of Upper Canada and has a general litigation practice with a focus on business litigation. He 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. He 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.”

 

Co-Lecturers

Catherine Richmond
Willis 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.

 

Kate Chisholm
EPCOR Utilities Inc.

 

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.

 

Usman Sheikh
Lenczner Slaght Royce Smith Griffin LLP

 

Usman M. Sheikh Usman M. Sheikh is an associate at Lenczner Slaght Royce Smith Griffin LLP. Mr. Sheikh's broad practice includes corporate/commercial litigation, securities litigation, bankruptcy/insolvency litigation, and professional malpractice litigation. He has appeared before all levels of court in Ontario, Alberta, Nova Scotia; the United States Bankruptcy Court; as well as the Ontario Securities Commission and Market Regulation Services. He has written extensively in the areas of securities law and shareholder disputes and is co-author of The Liability of Investment Advisors in Canada (Thomson Carswell) (forthcoming).

 

Don H. Jack
Lerners LLP

 

Don H. Jack is a senior litigation partner at Lerners LLP in Toronto. He has 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. He is certified by the Law Society of Upper Canada as a specialists in civil litigation, and he is currently a member of the Ontario Civil Rules Committee. He has been included in LEXPERT as one of Ontario’s repeatedly recommended corporate litigation counsel and in the LEXPERT Guide to the 100 Most Creative Lawyers in Canada.

 

William J. Kenny
Miller Thomson LLP

 

As general counsel, Bill Kenny practices civil and regulatory litigation, construction law, transportation, insurance and corporate commercial law. Bill has written many articles and participated in seminars dealing with litigation and construction 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. Bill has also been appointed as a Fellow of the American College of Trial Lawyers and is a founding Fellow of the Canadian College of Construction Lawyers. Lexpert Magazine has listed him as one of the 500 Leading Lawyers in Canada in both Commercial Litigation & Construction Law for the last four consecutive years. Bill was also listed as one of The Best Lawyers in Canada, 2007, for Construction Law, Corporate and Commercial Litigation, Director and Officer Liability, Insurance Law, Bet the Company Litigation, and Securities Litigation, and profiled in the 2007 Lexpert/American Lawyers Guide to the Leading 500 Lawyers in Canada. Bill has also received a LexisNexis Martindale-Hubbel Peer Review Rating. He is a past member of the Board of Directors of the South Side Athletic Club and Legal Aid Society of Alberta. He is also a past Chair of the Canadian Bar Association Construction Law section for Northern Alberta and a past member of the Law Society of Alberta Audit, Finance and Insurance Committees.

 

J. Bruce McMeekin
Miller Thomson LLP

 

J. Bruce McMeekin is a Partner in the Markham office of Miller Thomson LLP. He has advised private sector clients and provincial and municipal governments on a range of environmental, regulatory and business crime matters. His experience includes: defending prosecutions under the environmental and other regulatory statutes; providing advice on corporate compliance and management issues; providing advice on the forensic issues raised by instances of employee dishonesty; counselling on the completion of regulatory compliance audits; and providing advice on regulatory issues arising in commercial transactions. He was co-counsel to the Municipality of Brockton at The Walkerton Inquiry.

 

Kathleen Keilty
Blake, Cassels & Graydon LLP

 

Kathleen Keilty is a Partner Blake, Cassels & Graydon LLP 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. She is also an Adjunct Professor teaching corporate law at the University of British Columbia.

 

Biographies are accurate at the time of recording.

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