Chapter 1: Governance: Basic Principles
Chapter 2: The Duties of Directors
Chapter 3: the Board of Directors
Chapter 4: Nominee Directors and Observers
Chapter 5: Corporate Secretary
Chapter 6: Board Meetings
Chapter 7: In Camera Meetings
Chapter 8: Board Evaluations
Chapter 9: Annual and Special Meetings of Shareholders
Chapter 10: Proxy Wars
Chapter 11: Standing Committees of the Board (and a Note on Standing Policies)
Chapter 12: Special Purpose Committees
Chapter 13: Minutes
Chapter 14: Advisory Boards
Chapter 15: Governance of Private Companies
Chapter 16: Building a Great Board of Directors - A Committed and Sustained Process
Chapter 17: Transitions in Governance
Chapter 18: Corporate Finance
Chapter 19: Merger & Acquisition (Control) Transactions
Chapter 20: Board's Role in the Creation of Dual Class Shares
Chapter 21: Regulatory Liabilities
Chapter 22: Duties of Directors Under Employment Laws
Chapter 23: Duties of Directors in the Pension Context
Chapter 24: Duties of Directors in Mutual Fund Governance
Chapter 25: Governance of Crown Corporations
Chapter 26: Governance of Not-for-Profit Organizations
Chapter 27: Corporate Social Responsibility
Chapter 28: Some Current Topics in Governance: Diversity, Term Limits and Majority Voting
Chapter 29: Risk Management
Chapter 30: Confidential Information
Chapter 31: The Board and Privacy Legislation
Chapter 32: Internal Investigations
Chapter 33: CEO Succession
Chapter 34: Protecting Yourself as a Director
Chapter 35: Indemnification and Insurance
Chapter 36: Resigning as a Director
Notes
Includes Index
Includes Table of Cases
Includes List of Appendices
