76: Corporate Governance Law (Susan Kushneryk) - September 28, 2022

This week, we’re speaking with Susan Kushneryk about some of the most high-profile issues in the area of corporate governance.

Topics: Rogers Communications and other family-run corporate disputes; diversity on corporate boards; shareholder democracy; and our Ask-Me-Anything Segment.

Full Episode (57:12) Download      Transcript

⚫ What are the practical takeaways from recent high-profile litigation matters involving large family-run corporations? (7:17)
⚫ What are the legal considerations related to diversity on corporate boards? (17:25)
⚫ How might the new CBCA amendments enhance greater shareholder democracy? (27:22)
⚫ Our Ask-Me-Anything segment, featuring questions submitted by patrons of the Lawyered community (35:52)
🔵 What are things that lawyers can do to facilitate succession planning in a corporate governance framework? (36:23)
🔵 Are there any situations in which a corporate director can be removed based on misconduct? (39:29)
🔵 What does it mean for a corporate director to owe a fiduciary duty in their roles? (43:10)
🔵 Are there situations in which geopolitics (e.g. Russia) can impact the governance operations of a company and, if so, how? (45:35)
🔵 What impacts have the pandemic had in terms of the dynamics of shareholders and corporate boards? (51:08)

1. Rogers Communications and Other Family-Run Corporations (13:07) Download

“Canada riveted to a real-life ‘Succession’: A family empire’s internal war with billions at stake“, Washington Post (Nov 5, 2021)
“Libfeld vs. Libfeld vs. Libfeld vs. Libfeld”, Toronto Life  (Feb 17, 2022)

2. Diversity on Corporate Boards (13:07) Download


Osler Report: “2021 Diversity Disclosure Practices – Diversity and leadership at Canadian public companies” (Oct 13, 2021)

3. Shareholder Democracy and CBCA Amendments (11:44) Download

Bill C-25  –An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act

4. Ask-Me-Anything: Corporate Governance Law (20:16) Download

🔵 What are things that lawyers can do to facilitate succession planning in a corporate governance framework?
🔵 Are there any situations in which a corporate director can be removed based on misconduct?
🔵 What does it mean for a corporate director to owe a fiduciary duty in their roles?
🔵 Are there situations in which geopolitics (e.g. Russia) can impact the governance operations of a company and, if so, how?
🔵 What impacts (if any) has the pandemic had in terms of the dynamics of shareholders and corporate boards?



About the Guest:

Susan Kushneryk is a partner and co-founder of the firm Kushneryk Morgan LLP. Susan helps businesses to find practical solutions to their legal issues. She has prosecuted securities fraud and has acted as counsel in complex, high-value capital markets litigation, including class actions. Susan has conducted investigations of a range of alleged wrong-doing in public and private corporations. She has advised and litigated on behalf of boards, special committees and audit committees in a range of special situations.

Susan has appeared before the Supreme Court of Canada, all levels of court in Ontario, the Federal Court of Canada, the Alberta Courts of Appeal and Queen’s Bench, the Ontario Securities Commission, the Investment Industry Regulatory Organization of Canada, the Ontario Energy Board and other administrative tribunals. Susan appeared before the Senate of Canada Standing Committee on Bank ging, Trade and Commerce in connection with amendments to the Canadian Business Corporations Act.

Susan was a member of the litigation departments at Fraser Milner LLP and Torys LLP. She subsequently worked as enforcement counsel at the Ontario Securities Commission and at the Investment Industry Regulatory Organization of Canada. Susan served on the staff of two Attorneys General of Ontario. Most recently, Susan was a partner at the boutique law firm, Hansell LLP, focusing on matters of corporate governance. She speaks regularly on issues regarding capital markets disputes and matters of corporate governance. She has taught the administrative law course at the University of Toronto, Internationally Trained Lawyers Program. Susan was a member of the Ontario Securities Commission Securities Proceedings Advisory Committee.

Susan obtained her law degree from the University of Toronto and a degree in philosophy from the University of Winnipeg. She has also completed the Canadian Securities Course. Susan was called to the bar in Ontario in February 2002.

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