Corporate Governance

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Osler is the recognized thought-leader and one of the most sought-after legal advisors in Canada on corporate governance matters. Our Corporate Governance team comprises some of the most highly regarded practitioners and technical experts in Canada. This eminence, combined with a deep understanding of our clients and their businesses, allows us to offer practical and effective governance strategies tailored to the needs of each organization, regardless of size or jurisdiction.

We advise on both Canadian and U.S. governance matters from a uniquely integrated practice model. When clients come to us for help in developing and implementing strong corporate governance practices, we deliver seamless advice and practical solutions that resolve multi-jurisdictional and cross-border challenges. We also leverage our knowledge of governance developments in each jurisdiction to alert our clients in the other jurisdiction of the ways such developments could potentially affect them in the future.

We know that one size does not fit all. Because we work with businesses ranging in size from Canadian small-caps, to mid-market to international conglomerates, we have developed strategies to work with our clients upfront to determine the level of service each business requires.

Osler lawyers have chaired or served on committees established by federal and provincial governments and regulatory bodies to examine and make recommendations for improvements to governance rules and practices. We have also worked with industry groups in responding to governance initiatives by governments and regulators. We lecture and write extensively on emerging issues in the field. Our ongoing investment in this area of practice and our leading edge knowledge management technologies allow us to share this wealth of expertise across the firm. Our knowledge is passed along to clients in the form of practical advice and useful educational tools such as the Osler publication: Directors' Responsibilities in Canada.

Our corporate governance practice is both strategic and tactical and spans certain key areas of focus:

  • Boards – Structure, Best Practices, Duties & Liabilities, Ethics & Compliance;
  • Shareholder Rights – Shareholder Engagement, Voting Rights, Shareholder Rights Plans;
  • Shareholder Activism;
  • Audit Committee – Composition, Responsibilities;
  • Compensation Committees – Composition, Responsibilities, Best Practices and Compensation Disclosure;
  • Independent and Special Committees;
  • Internal Investigations;
  • Regulatory Investigations;
  • Risk Management – Indemnities and Insurance;
  • Cross-Border;
  • Mid-Sized Businesses;
  • Private Companies;
  • Checklists, Tools & Practical Resources.


Andrew MacDougall

Partner, Corporate


John M. Valley

Partner, Corporate


Rob Lando

New York Managing Partner

New York

  • ConocoPhillips

    ConocoPhillips in the sale of its interest in the Foster Creek Christina Lake (FCCL) oil sands partnership, as well as the majority of its western Canada Deep Basin gas assets, to Cenovus for total proceeds of C $17.7 billion.

  • Vienna Airport PLC

    Canadian counsel to Flughafen Wien AG in its indirect acquisition of SNC’s stake in MMLC Holdings Malta Limited

  • Hydro One Limited

    Hydro One Limited in its $1.83 billion Initial Public Offering

  • Government of Ontario

    Legal advisor to the Premier’s Advisory Council on Government Assets in its work in relation to the Ontario beer industry

  • Magna International Inc.

    Magna International Inc. in securing court approval of the plan of arrangement for the company’s dual-class share capital reorganization.

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