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Stephen Pincus at the Canadian Institute Conference


Lawyer Stephen Pincus
Area REITs and Income Securities


November 30, 2006

9:45am:  Governance Challenges for Income Trusts: Understanding Board Obligation, Unit Holder Protections, Transparency and Management Compensation

Moderator:  Stephen Pincus, Partner, Goodmans LLP

This session will cover:

  • Examining the trustee’s legal obligations
  • How do a trustee’s fiduciary duties differ from those of a director?
  • Assessing trustee risk in the distribution of cash
  • Effectively balancing the potentially competing interests of unit holders, management and the trustee
  • Best practices when there is a sponsored conversion
  • Best practices in dealing with management compensation and long-term incentive plans
  • Identifying the risks in utilizing compensation, benefit, short term and long term incentive programs
  • Tips and traps in monitoring the audit and disclosure of compensation arrangements
  • Distinguishing the rights and remedies of shareholders rights from those of unit holders
  • Ensuring trust compliance with:
    • U.S. Securities regulation
    • Canadian Securities regulation
    • Sarbanes-Oxley
  • Overcoming the challenges when there is an operating company underneath a trust:
    • the commonality of directors and trustees
    • avoiding conflicts of interests
  • Does the structure of income trusts prejudice good governance?
  • Analyzing possible legislative reforms

The Canadian Institute’s National Summit on Income Trust, Structuring, Governance & Taxation
November 30 - December 1, 2006
Metropolitan Centre, Calgary

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