Immunizing the board: What directors of US and Canadian companies should be thinking about now

With all the human and business challenges raised by the COVID-19 pandemic, directors and officers must also be hyper-vigilant to the possibilities of regulatory enforcement and civil litigation. Our clients on both sides of the border are concerned about compliance with securities regulation that seems to be constantly shifting, whether they are doing the right things under both new and old rules and their reporting responsibilities in this challenging time. Similarly, we recognize directors and officers are also experiencing serious concerns about shareholder securities class actions from multiple sources.

Please join us for a webinar offering practical advice about what boards should be doing now to minimize the risk of both civil litigation and securities regulatory action. Our advice will be based on what we've seen after prior downturns and market crashes.

Among the topics we will cover:

• Recap of directors' duties generally, and what the law says about balancing the interests of competing groups of stakeholders (including shareholders, creditors and employees)
• Availability of the business judgement rule, and enhancing the directors' ability to rely on it (e.g. reliance upon qualified experts; appropriately drafted minutes)
• Key risk areas for public disclosures/what class counsel will be scrutinizing
• Financial reporting issues including; valuation of certain types of assets, missed earnings, selective disclosures and risk disclosures
• Key risk areas under securities regulation/what the regulators will be scrutinizing including trading by insiders and timely disclosure of negative information

As one of the largest global firms and a leading practice in Canada and the United States in multijurisdictional disputes, we offer clients a coordinated response to cross-border securities litigation. Our team includes lawyers with significant experience working in and with some of the most prominent regulators and prosecutors from all over the world, including the US, which informs our approach to defending clients and making judgments to engage with regulators, as needed. The deep and significant experience of our US practitioners, including lawyers with experience at the key regulators including DOJ, SEC and CFTC, underpins our global service.

Speakers

• Gerry Pecht, Global Head of Dispute Resolution and Litigation, Houston
• Linda Fuerst, Senior Partner, Toronto
• Kevin Harnisch, Head of Regulation, Investigations, Securities and Compliance, United States, Washington DC
• Steven Leitl, Senior Partner, Calgary
• Peter Stokes, Partner, Austin