LITIGATION UNLEASHED - Stikeman Elliott

5 CONCLUSION
Whether, by allowing for greater regulatory oversight and investor-driven enforcement through
new statutory rights of action, the amendments will in the long run encourage diligence at the
boardroom table, more stringent management oversight and increased confidence in our capital
markets is impossible to know at this stage. However, it is unlikely that the basic human foibles
that create the environment for financial statement manipulation, insider trading, market
manipulation, misrepresentation and their ilk will disappear by government fiat, or at all. If
care is not taken, however, there are now substantially greater opportunities for shareholder
lawsuits to be brought and to succeed.
As for the statutory civil liability regime, we can say with some confidence that one of the best
defences to a shareholder lawsuit may well be the demonstration of efforts to meet the demands
of this increased regulatory oversight through the implementation of procedures and standards
that are designed to prevent misrepresentations and failures to make timely disclosure.
Stikeman Elliott LLP’s corporate governance team has extensive experience in this area and can
help directors, officers and public companies respond to the challenges the amendments create, by:
• presenting educational and training seminars at the location of your choice to the
audience of your choosing. Whether it be a board of directors, a group of senior executives,
or your regulatory compliance personnel, we can provide specific guidance relevant to
your circumstances;
• providing legal advice to public companies and individuals (including “second opinions”);
• vetting corporate governance and compliance procedures, in order to identify potential
weaknesses and recommend practical improvements;
• recommending new compliance and corporate governance procedures tailored to your
business environment; and
• assisting (on an “outsourced” basis) with ensuring adherence to newly adopted procedures
(e.g. insider reporting).
We recommend proactive use of our seminars and consultations, in the short term, as a means of
reducing the likelihood that it will later prove necessary to hire outside counsel to defend an action.
However, if regulatory proceedings or litigation threaten, our experienced team of securities and
class action litigators is one of the best allies you can have.
STIKEMAN ELLIOTT LLP
LITIGATION UNLEASHED
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