Lexpert Special Editions

Special Edition on Corporate 2017

The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.

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WWW.LEXPERT.CA | 2017 | LEXPERT 25 Leduc, Pierre-Yves Stikeman Elliott LLP (514) 397-3696 pyleduc@stikeman.com Mr. Leduc is a partner in the firm's Corporate and Securities group. His practice focuses on securities, corporate finance and public/private M&A. He advises issuers on questions concerning public offerings, M&A and corporate governance, and counsels securities dealers in connection with securities matters. Lastman, Dale H. Goodmans LLP (416) 597-4129 dlastman@goodmans.ca Chair of Goodmans LLP. Practises corporate, commercial and securities law and provides counsel in connection with public offerings, M&A and business restructurings. Director of Maple Leaf Sports & Entertainment Ltd., Governor of the CFL's Toronto Argonauts and an Alternate Governor for the NHL and NBA. Member of the board of directors of Roots Canada Ltd., RioCan REIT and the CAMH Foundation. Langlois, Martin R. Stikeman Elliott LLP (416) 869-5672 mlanglois@stikeman.com Mr. Langlois is a partner in the Toronto office and a former Co-Head of the M&A and Private Equity Groups. He focuses on domestic and cross-border mergers and acquisitions, securities and corporate finance transactions as well as corporate governance and other commercial matters. He currently serves on the Management Committee and as Co-Chair of the Women's Initiatives Committee. Lampe, Jonathan Goodmans LLP (416) 597-4128 jlampe@goodmans.ca Mr. Lampe is a member of the firm's Executive Committee and Co-Chair of its Corporate/Securities Practice. Former Ontario Securities Commission General Counsel, he advises Canadian and international clients on M&A, strategic relationships, financings, dissident shareholder activities and governance and regulatory matters and investigations. Advanced Leadership Fellow at Harvard University in 2016. Lamek, Edmond F.B. WeirFoulds LLP (416) 365-1110 elamek@weirfoulds.com Mr. Lamek has extensive experience in all areas of Canadian and cross- border insolvency and restructuring proceedings and transactions. He advises secured and unsecured creditors, indenture trustees, DIP lenders, debtors, suppliers, boards of directors, purchasers of businesses, receivers, interim receivers, CCAA monitors, bankruptcy trustees and Chapter 11 Creditors' Committees. Kufeldt, Kent D. Borden Ladner Gervais LLP (403) 232-9727 kkufeldt@blg.com Mr. Kufeldt's corporate and securities practice covers public and private equity and debt financings, reorganizations and M&A transactions in oil & gas, mining, real estate and other sectors. Clients include companies, partnerships, private-equity firms and underwriting syndicates. LEXPERT RANKED LAWYERS could potentially make them better candidates for more senior executive positions. According to Horn, many of the issues around increased gender diversity on public company boards are also relevant to private company boards — both because they may eventually be sold to a public company or go public themselves in the near future. "Private boards, like public boards, are looking for the best people in order to manage and guide the company in the best manner possible." Over-boarding Danger Yet as women increasingly take a higher propor- tion of seats on the board, is there a danger the choices might skew consistently toward the same tried and true names? Is there a conscious or even unconscious lean toward being overcautious — se- lecting only women who have already proven their mettle on boards? Bradley says talented women directors are be- ing approached by multiple companies. And sometimes the answer is "'thanks, but no, as I have maxed out on the number of boards that I can take on.' Women who accept board positions want to contribute at the highest level, and taking on too many positions may impede their ability to per- form to that standard or run the risk of having a negative reaction from governance watchdogs." is brings to the forefront the contentious issue of over-boarding, says Bradley. "Institutional Shareholder Services and Glass Lewis, providers of global governance services, have indicated they will issue voting alerts on directors who serve on more than a certain number of boards. e board network has to be expanded." Best Interests Clearly, regulators are trying to encourage pub- lic companies to look for more gender diversity on their boards and in leadership. It's part of a broader initiative in business circles, says Gibson. He cites movements such as the 30% Club, where he is an advisory board member. e goal is to per- suade public companies and businesses to increase gender diversity at the board and leadership lev- els, he says, "not by virtue of quotas or rules, but through a better understanding of why having gender diversity is in the best interests of the busi- ness organizations that we all lead." When Kravitz talks with clients, he finds they view diversity not just for diversity's sake, but be- cause diversity is a strength for a board. He says studies show a diverse group "makes better de- cisions than a homogeneous group, even if the members of the homogeneous group are on paper 'more capable.'" As a result, companies want to in- crease diversity on their boards not just because it's the right thing to do, or to comply with the rules, but because it's also the smart thing to do.

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