The re-organization and management of the Corporate Services/Legal Departments (staff from two to thirteen servicing from 500 to 3,800 companies) for law firms and multinational corporations included the following:

 

• hiring and training of legal assistants and secretaries

• drafting and implementation of job descriptions

• implementation of day to day operation programs (i.e. work journal)

• preparing and implementing Procedures Manuals and Board of Directors Manuals

• implementation of computer programs

• implementation of data base programs (Canterbury Corporate Manager, Expercorp, Easy-Corp)

• review and preparation of complete sets of corporate precedents

• training of articling students, first year lawyers and legal assistants in basic corporate law procedures

• reporting to Corporate Services Committees/Legal Department Counsel

• performing the duties and responsibilities of a Corporate Securities Paralegal in the preparation and filing of documents under the Corporations Act, Canada Business Corporations Act, Society Act and Securities Act (in British Columbia and Ontario) as follows:

 

• incorporations (federal, provincial and international) including pre and post documents

• extraprovincial registrations across Canada

• reorganizations

• acquisitions

• dissolutions

• name changes

• continuations (federal and provincial)

• maintaining minute books and corporate records

• completing federal, provincial and international corporate filings

• annual business resolutions and minutes

 

Board of Directors, Committees and Annual Meeting of Shareholders

 

• Prepare meeting materials and minutes including drafting resolutions and background memoranda for Board of Directors’, Shareholders’ and related Committee meetings

• Circulate minutes and resolutions for signature

• Make meeting arrangements for Directors’, Shareholders’ and related Committee meetings including organizing Directors’ dinners and luncheons

• Prepare and maintain Board of Directors’ Manual

• Provide Directors with assistance when required

• Prepare and file statutory notices and proxy circulars with the appropriate securities commissions and stock exchanges 

• Co-ordinate with the transfer agent mailing of proxy circulars and annual reports to shareholders.  

• Prepare Chairman’s script for annual general meeting of shareholders

                                                                                                                                    

Corporate Law and Administration

 

• Prepare and file annual returns, applicable notices, applications and submissions to Canadian federal and provincial regulatory agents (e.g. securities commissions, Statistics Canada, stock exchanges and government departments), in compliance with numerous statutes and regulations

• Ensure and monitor ongoing compliance with federal and provincial statutes 

• Perform legal research and statutory or regulatory verification when required.

• Deal with outside counsel, governmental authorities, the Board of Directors and shareholders

• Prepare and file insider reports for officers and directors (SEDI)

• Assist in the preparation of Quarterly Reports and filings (SEDAR)

• Maintain a list of stock options granted and options exercised

• Assist in the co-ordination of due diligence examinations by underwriters’ counsel.

• Co-ordinate documentation and due diligence for private placements

• Mantaining general liability insurance, directors and officers liability insurance and foreign liability insurance policies