Partner
Susan Kushneryk
Susan works with organizations and individuals to find practical solutions to their legal issues. She has acted as defence counsel in complex, high-value capital markets litigation, including class actions, advised boards, special committees, and audit committees in a range of special situations, and prosecuted securities fraud. She has also conducted investigations into a variety of alleged wrongdoing in public and private corporations.
Susan has appeared before the Supreme Court of Canada, all levels of court in Ontario, the Federal Court of Canada, the Alberta Court of Appeal and Court of King’s Bench, the Ontario Securities Commission, the Ontario Capital Markets Tribunal, the Canadian Investment Regulatory Organization (formerly the Investment Industry Regulatory Organization of Canada), the Ontario Energy Board, other administrative tribunals, and the Canadian Senate’s Standing Committee on Banking, Trade, and Commerce.
Before establishing KM, Susan was a member of the litigation departments at Torys LLP and Dentons Canada LLP, acted as enforcement counsel at the Ontario Securities Commission and at the Canadian Investment Regulatory Organization of Canada, served on the staff of two Attorneys General of Ontario, and was a partner at Hansell LLP focusing on corporate governance matters.
She regularly speaks about capital markets disputes and corporate governance issues.
Corporate Governance Advisory and Crisis Management
Susan has 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 in light of conflicting governance instruments.
The Law Society of Ontario regarding governance structures for self-regulatory organizations.
Numerous independent directors regarding urgent, contentious board matters.
Parties regarding the dissolution of joint ventures, including issues of directors’ conflicts of interest, members’ rights, and the division of assets.
A large trade organization regarding the immediate removal of a member and contested director elections.
Crisis Management
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.
Regulatory Investigations and Defence
Susan has represented:
Securities
TeknoScan Systems Inc. and certain directors and officers in defending allegations of fraud and misrepresentations to investors, including a 20-day enforcement hearing before the Ontario Capital Markets Tribunal.
Berkshire Investment Group Inc. and Berkshire Securities Inc. in connection with the collapse of Portus Alternative Asset Management and related entities, including regulatory investigations across Canada, an investors’ class action, Portus’s receivership and bankruptcy proceedings, and other related litigation.
Various companies, audit firms, and individuals in connection with reviews, investigations, and enforcement proceedings regarding registration, compliance, and misconduct issues, including insider trading and material misrepresentations, conducted by provincial securities commissions across Canada and by the Canadian Investment Regulatory Organization.
The Ontario Securities Commission and the Canadian Investment Regulatory Organization in investigations regarding potential industry-wide, firm-wide, and individual instances of misconduct in the securities market.
The Ontario Securities Commission in proceedings against Sextant Capital Management Inc. regarding the selling of investment fund units with falsely inflated values, the misappropriation of funds, the failure to deal fairly, honestly, and in good faith, and the failure to maintain proper books and records.
The Ontario Securities Commission in proceedings against Canadian Imperial Bank of Commerce, CIBC World Markets Inc., and HSBC Bank Canada related to asset-backed commercial paper.
The Canadian Investment Regulatory Organization in proceedings against Deutsche Bank Securities Ltd. related to asset-backed commercial paper.
The Canadian Investment Regulatory Organization in proceedings against Barrett Capital Management Inc. for alleged commodity futures trading misconduct.
The Canadian Investment Regulatory Organization in proceedings against Northern Securities Inc. regarding alleged capital deficiency and other issues.
Competition and Consumer Issues
Companies in price-fixing investigations under the Competition Act, including the use of the Competition Bureau’s immunity and leniency program.
Search Warrants, Production Orders, and Requests for Information
Companies in responding to search warrants, production orders, and requests for information issued by various regulators and law enforcement.
Internal Investigations
Susan has conducted independent, internal investigations for:
Individual and Organizational Workplace Misconduct
An exempt market company into an executive’s alleged breach of duties.
A publicly traded company into alleged sexual harassment by a company executive.
Securities
A media and communications company into alleged share price manipulation by company executives.
Dispute Resolution and Litigation
Susan has represented:
Corporate Governance and Shareholder Disputes
The Real Estate Council of Alberta in a dispute with a former council member regarding council member misconduct, council member removal, board governance, and related issues.
A limited partner in a dispute regarding voting rights and liquidation.
A serial entrepreneur regarding a board dispute and disclosure issue that involved injunction proceedings and a class action.
Directors, officers, and companies in court and arbitration proceedings related to various shareholder disputes.
Independent directors of Pace Financial Limited and First Hamilton Holdings Inc. in connection with issues related to the winding-up of Pace Securities Inc. and other parties.
Algoma Steel Inc. in successfully obtaining a dismissal of an application interfering with the scheduling of a shareholders’ meeting in the context of proposed corporate reorganization.
The Canadian Coalition for Good Governance as an intervenor on the issue of majority voting at the Court of Appeal for Ontario.
Commercial Disputes
Public and private companies, Crown corporations, directors, officers, and individuals in a wide range of complex matters (including class actions) involving commercial, employment, and human rights issues before various courts and administrative tribunals.
“Governing Emerging ESG Risks And Liabilities”, 13th Annual Securities Symposium, The Advocates’ Society (2023)
“Good Governance For The Family Enterprise”, Northwood Family Office (2023)
“Navigating Governance Challenges In Closely Held Companies”, Toronto Law Association, Peel Law Association, Middlesex Law Association, Sudbury Law Association, Waterloo Law Association, Frontenac and Hastings Law Association, and Halton County Law Association (2022-2023)
“Boards Of Directors”, Business Law LLM, Osgoode Professional Development (2022)
“Corporate Governance And Executive Employment”, Mathers McHenry & Co. (2022)
“Corporate Governance Law”, Lawyered: The Podcast (2022)
“Public Relations”, How to Successfully Run Litigation Files, Ontario Bar Association (2022)
“Governance And Family Enterprises: Principles, Practices, And Case Studies For Family Members”, Forthlane Family Office (2022)
“Working With Directors, Officers, And Shareholders During Times Of Crisis”, 11th Annual In-House Counsel Summit, Law Society of Ontario (2021)
“Ethical Issues And Risks When Advising Boards of Directors”, 8th Annual Professionalism Issues for Business Lawyers Conference, Ontario Bar Association (2020)
“COVID-19 Pandemic: Legal Considerations For Boardroom Governance and Oversight”, Legal Online Series, Canadian Lawyer (2020)
“Ethical Issues For In-House Counsel When Advising Their Boards”, 10th Annual In-House Counsel Summit, Law Society of Ontario (2020)
“Crown Corporations: Elections, Board Appointments, And Governance”, Crown Corporate Governance Conference, Canadian Institute (2020)
“Ethical Issues And Risks When Advising Boards of Directors”, 7th Annual Professionalism Issues for Business Lawyers Conference, Ontario Bar Association (2019)
“Shareholder Proposals: 2019 Trends Analysis”, IR Magazine (2019)
“Governance Trends: An Update On How Amendments To The CBCA Will Impact IR”, IR Magazine (2019)
“Next on Board – What’s Next For The Role Of A Board Member”, Connect ’18, The Schulich Alumni Forum (2018)
Securities and Governance Issues Interviewee, Business News Network (2018)
Proposed Amendments to the Canada Business Corporations Act (Witness), Senate Standing Committee on Banking, Trade, and Commerce (2017)
“Current Issues in Regulatory Proceedings”, 2nd Annual Securities Symposium, The Advocates’ Society (2012)
The Best Lawyers in Canada: Corporate and Commercial Litigation (2024)
Benchmark Litigation Canada: Litigation Star – Commercial and Securities (2023)
Canadian Legal Lexpert Directory: Litigation – Securities (Repeatedly Recommended) (2023)
Bachelor of Laws, University of Toronto (2000)
Bachelor of Arts (Philosophy – Gold Medallist), University of Winnipeg (1997)
Member, The Advocates’ Society
Community Involvement
Member, Disciplinary Hearing Panel Roster, FP Canada Standards Council (2021 to present)
Supervising Counsel, Investor Protection Clinic, Osgoode Hall Law School, York University (2021 to present)
|
No related posts found. |