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Special Committees: Bulletproofing Your Process

Securities and Mergers & Acquisitions Group Seminar (Fasken Martineau Institute)
Where Fasken Martineau
Rideau & St. Lawrence Rooms
333 Bay Street, Suite 2400
Bay Adelaide Centre
Toronto, ON
M5H 2T6
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In this era of increased scrutiny on board governance and decision-making processes, directors are often well-advised to consider establishing a special committee of disinterested directors to review key corporate decisions. Independent oversight by a properly constituted and independently advised special committee of directors will be of substantial value in the event that a board's decisions are ever challenged before a court or regulatory authority.

In this seminar, William K. Orr and Aaron J. Atkinson, who have advised special committees in a number of high-profile transactions in recent years, will discuss the role of special committees with a particular focus on potential lessons to be drawn from their experience.

The seminar will make reference to the second edition of "20 Questions Directors Should Ask About Special Committees", authored by William Orr and Aaron Atkinson for the CICA and Institute of Corporate Directors, which is now available. A complimentary copy will be provided to everyone attending this seminar.

Topics to be addressed include:

  • Who should serve on a special committee
  • Seeking outside advisors
  • Maintaining confidentiality of communications 
  • The "business judgement" rule
  • Disclosure considerations


  • 8:00 am - 8:30 am     Registration & Breakfast 
  • 8:30 am - 10:00 am   Presentation and Q&A

Note: The hours from this non-accredited seminar may be applied towards the 9 Substantive Hours of annual Continuing Professional Development (CPD) required by the Law Society of Upper Canada for Ongoing Members. Please note that this seminar is not accredited for Professionalism Hours and cannot be counted for New Members or for Professionalism Hours for Ongoing Members.


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