Thursday, April 21, 2016 - 11:30am to 2:00pm
Campbell Conference Room at the Munk Centre, 1 Devonshire Place

Program on Ethics in Law and Business

  • Anita Anand, J.R. Kimber Chair in Investor Protection and Corporate Governance, U of T
  • James C Tory,  Partner, Torys LLP
  • Edward Iacobucci, Dean and James M. Tory Professor of Law
  • Naizam Kanji, Director, Office of Mergers and Acquisitions, Ontario Securities Commission
  • John Tuer, Managing Director, Head of Mergers and Acquisitions, Scotiabank
  • Howard Wetston, Senior Fellow, C.D. Howe Institute and past Chair, Ontario Securities Commission
  • Robert Yalden, Co-Chair Mergers & Acquisitions, Osler and Adjunct Professor, McGill Law

It has been eight years since the Supreme Court of Canada’s decision in BCE. Since that time, capital markets have weathered financial crises and regulatory change. In addition, shareholder activism has increased, placing new demands on boards in their decision making. This roundtable will examine directors’ duties to the corporation in and outside of the merger context: what does it mean to owe a duty to “the corporation”? Does this duty change in a change of control? Does corporate law conflict with securities law (because the latter aims to protect a particular stakeholder i.e. investors)?  This topic is especially relevant given debate regarding recent change of control transactions such as Suncor-COS among others. We will also discuss the role and duties of special committees in these transactions. 

Throughout the discussion, participants will analyze the content of boards’ fiduciary duties and best practices regarding how boards and senior management should discharge their legal and ethical responsibilities. 

This roundtable is presented by the Program in Ethics and Law in Business at the Faculty of Law, University of Toronto. To register, please contact

Accreditation permitted from the LSUC for substantive CPD hours. 

To register, please contact Nadia Gulezko by telephone: 416.978.6767 or by email:

Cost is $75.00 per person. No fee for students.

If you have any questions, please contact