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CCCA_V5No1_ToC-FIN.qxd:CCCA_V1No2_ToC-V1.qxd 2/2/11 3:03 PM Page 3 CANADIAN CORPORATE CCCA COUNSEL ASSOCIATION ASSOCIATION CANADIENNE magazine DES CONSEILLERS (ÈRES) JURIDIQUES D’ENTREPRISES CCCA IS A CBA CONFERENCE L’ACCJE EST UNE Table of Contents Leading Corporate Counsel • Le conseiller juridique d’entreprise – Droit devant CONFÉRENCE DE L’ABC SPRING 2011 PRINTEMPS Volume 5, No. 1 5 From the Editor: Good moves Lawyers making the transition in-house face unexpected challenges. 7 From the Chair: A stronger CCCA looks to the future It’s business as usual with a new executive committee in place. 43 Deals & Developments A look at some of the deals, acquisitions and financings that took place over the last several months. 47 CCCA News: The Spring Conference returns with a full program designed to help corporate counsel succeed in a challenging environment. Features 20 Current issues in corporate governance Activist shareholders and a staggeringly 20 complex regulatory regime are ramping up the pressure on corporate counsel. By Bev Cline Cover photography by Paul Eekhoff 28 The people business Why forewarned is forearmed in the human-relations department. ByVirginia Galt 34 The inside story Stephen Sigurdson, general counsel of Manulife Financial (Canada) shares his tips for making the transition in-house. ByVirginia Galt 39 The company role model Why it pays to think ahead about how to handle ethical dilemmas. By ChristaWessel 28 Departments 9 Performance in the Law Department How to measure the cost-effectiveness of your legal department. By Richard G. Stock 11 Executive compensation A strong compensation policy helps boards meet the expectations of share- 34 holders and regulators. By Brad Kelly 14 Corporate immigration New rules for temporary foreign workers carry significant risks for employers. By Jonathan Leebosh 18 Profile: James Spurr The general counsel of Halifax-based Emera Inc. gets it done without a lot of fuss. By Susan Goldberg 50 Closing the Deal Arbitration saves time and money, right? Don’t be so sure. By Daniel Desjardins Legal Update 42 Breach of contract and the single-purpose company Business and legal realities collide in Southcott Estates Inc. v.Toronto Catholic District School Board. 18 PRINTEMPS 2011 CCCA Canadian Corporate Counsel Association 3