Legal news and trends for Canadian in-house counsel and c-suite executives
Issue link: https://digital.canadianlawyermag.com/i/50881
LAW DEPARTMENT MANAGEMENT By Daryl-Lynn Carlson Securities regulators boost enforcement Counsel could have much work ahead to comply with stringent requirements at home and across borders. In an effort to stave off a repeat of 2008's credit crisis that shook the global economy to its core, governments around the world are tightening up their respective securities legislation. The ini- tiatives mean many in-house counsel are increasingly compelled to keep up-to- speed on securities developments and related case law in order to ensure their companies comply with more stringent requirements, ranging from cross-border financing, transactions, and acquisitions to reporting and disclosure obligations for boards of directors and officers. At its spring conference, the Canadian Corporate Counsel Association hosted a session that gave an overview of recent developments in securities law impera- tive for in-house counsel to understand. The session, and conference, drew a record number of attendees, says Jennifer Zerczy, co-chairwoman of the confer- ence and vice president of legal services at McKesson Canada Corp. heath-care logistics in Montreal. "It's very clear that anybody working in an in-house capacity for a public company needs to be familiar not only to the immediate changes to securities regulation but also the pro- posed changes," says Zerczy. She says besides provincial changes initiated by securities regulators across Canada and other recent or proposed changes in the United States, such as the Securities and Exchange Commission's new large trader system, the International Monetary Fund is introducing more strin- gent means of governing information dis- closed to shareholders of public compa- nies. "In many cases, especially for smaller and mid-cap companies, the breadth of the changes is such that it will require almost a change in the management mindset especially when it comes to sensitive issues such as proxy disclosure practices and dis- closure of compensation." Ultimately, it will be the responsibil- ity of in-house counsel to communicate most of the changes and facilitate means to implement them for their companies. "I think that in-house counsel has an extremely important role to play in terms of preparing management and their boards of directors for these changes, and to ensure that the appropriate frame- work is in place so that the changes are implemented smoothly," she says. "There INHOUSE JUNE 2010 • 43 ANTHONY TRAMAGLIA