Canadian Lawyer InHouse

Feb/Mar 2010

Legal news and trends for Canadian in-house counsel and c-suite executives

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insights from external advisers such as accountants and auditors, who may be able to contribute valuable insights into the board's functions based on their participation at meetings, to add to the ability to gain objectivity in developing the assessment approach. For some companies there is trepida- tion as to whether a board monitoring system could expose members to liabil- ity, but there are means to pre-empt that, Korbak says. "If there's a liability issue, usually it's best that external counsel is retained to run the assessment process in order to try to maintain privilege over the results. In the end, if a board is sub- ject to a lawsuit, in the discovery process there might be a question of have you ever had an assessment, but if it was confidential, they won't have to disclose" their input. Corporate counsel lawyers are also increasingly undertaking means to implement company-wide code of con- duct policies along with facilitating best practices for boards of directors. Those types of policies always encom- pass the company's conflict of interest mandate for both board members and employees. "With an ever increasing focus on corporate governance in com- Wylynko, also a speaker at the confer- ence, was part of a panel about mitigat- ing risks related to conflicts of interest. To minimize such conflicts, companies are introducing more codes of conduct If you feel like there are some systematic issues or a cancer running through your board, you may need to do an externally resourced assessment with an expert who can ask a lot of probing questions in a confi dential manner and come up with solutions. LYNN KORBAK, Morneau Sobeco Income Fund panies, there's also been an increased attention to conflicts of interest," said Brian Wylynko, managing director, regional counsel, and corporate secre- tary of Federal Express Canada Ltd. or enforcing codes they've established. "In-house lawyers are often called upon to identify conflicts of interest and manage them, draft them, and conduct training," he said. "Directors and officers Electronic Documents Records Management, e-Discovery and Trial Effectively navigate the legal challenges posed by electronic documents Electronic data is modifying how lawyers interact, changing how information is collected and used, and transforming the courtrooms. This in-depth resource examines and analyzes the issues relating to electronic documents, including: ORDER your copy today Looseleaf & binder • Approx. $210 January 2010 Releases invoiced separately (2/yr) P/C 0283030000 • ISSN 1920-1737 • the sources and types of electronic documents • records management policies • the legal framework governing e-discovery in Canada • the preservation, collection, processing, review and production of electronic documents • the use of electronic evidence at trial For a 30-day, no-risk evaluation call: 1.800.565.6967 CL0210 Canada Law Book is a Division of The Cartwright Group Ltd. Prices subject to change without notice, to applicable taxes and shipping & handling. INHOUSE FEBRUARY 2010 • 31 Editors: Bryan Finlay Q.C., Marie- W ith contributions from: Caroline Abela, Steve Doak, Paul D. Guy, Nikiforos Iatrou, Stephanie L. Turnham, David Vitale and John Wilkinson Andrée Vermette and Michael Statham

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