Corporate Governance Advisory and Crisis Management

KM proactively and reactively helps solve corporate governance challenges by identifying, assessing, and managing multi-faceted and rapidly changing risks, as well as positively confronting and navigating crises. We provide, and help to execute, balanced risk management and compliance strategies that mitigate clients’ risk exposure and implement tailored crisis management solutions that effectively address the consequences of risks that cannot be eliminated.

We understand that communications and stakeholder management are as important in a crisis as risks and liabilities, and that all of these have to be managed in an integrated and effective way to achieve overall strategic goals for the organizational or individual at the center of the crisis.

We have worked with boards, board committees, individual directors, senior executives, internal legal counsel, shareholders, and other key stakeholders to ensure that balanced communications are effective, that stakeholders are effectively engaged, and that the rules, practices, and processes used to direct and manage a company comply with the applicable requirements.

We are routinely engaged to provide independent advice to individual directors and special committees on their duties and responsibilities.

Representative Experience

Our lawyers have advised:

Corporate Governance Advisory

Multiple boards on their governance structure and operations, and provided governance training to publicly held, exempt market, Crown corporations, regulatory, self-regulatory, and other organizations.

Multiple boards on designing appropriate and defensible processes for making decisions affecting individual rights or benefits.

Various organizations regarding possible governance structures taking into account conflicting governance instruments.

The Law Society of Ontario regarding governance structures for self-regulatory organizations.

Numerous independent directors regarding urgent, contentious board matters.

A group of dissident shareholders involved in a successful proxy contest regarding the nomination and election of directors to the board of a bio-medical company.

Parties regarding the dissolution of joint ventures, including issues of directors’ conflicts of interest, members’ rights, and the division of assets.

The founder of a professional services company regarding non-payment of dividends on the sale of his majority stake in the company.

A large trade organization regarding the immediate removal of a member and contested director elections.

Crisis Management

BMO Financial Group in the largest external cybersecurity and privacy breach in Canadian financial services history.

Crown entities in addressing existential threats involving the media, government, industry, and the public.

Canadian companies trading on the Toronto Stock Exchange, TSX Venture Exchange, and Canadian Securities Exchange in connection with managing legal and communications/disclosure issues related to various crises.