Publications

Books

Executive Compensation: A Director’s Guide
Author, Book
A Thomson Reuters Publication | 2006+
This book is the first and only comprehensive book in Canada on executive compensation. The book includes a review of executive agreements, security-based incentive plans, change-of-control and other transaction incentive arrangements, compensation disclosure and governance and director compensation. The book is updated semi-annually and includes quarterly newsletters. The book and newsletters are published by Thomson Reuters. A Special Student Edition of the book has been adopted as the teaching guide for the executive compensation course at Dalhousie University Centre for Advanced Management Education as part of the Certified Employee Benefit Specialist (CEBS) Designation.

Ultimate HR Manual, Executive Compensation Chapter
Contributing Author, Book Chapter
A CCH Publication | 2006+
This is a comprehensive human resources book. The executive compensation chapter provides a high level overview of the various elements of executive compensation. The book is updated periodically and is published by CCH.

How to Conduct a Workplace Human Rights Investigation
Contributing Author, Book
A Thomson Reuters Publication | 2003

Newsletters

To subscribe to the quarterly newsletters titled “A Director’s Guide to Executive Compensation”, please send an email request to ncote@csuitelaw.com.

CEO Turnover
A Director’s Guide to Executive Compensation, Vol. 6, No. 3 | Fall 2011
This issue outlines some of the key considerations that organizations need to address when dealing with a change in their CEO, and includes some recent CEO turnover statistics and updates from the CSA, OSC and TSX.

CEO Compensation Trends
A Director’s Guide to Executive Compensation Vol. 6, No. 2 | Summer 2011
This issue outlines some of the recent trends in CEO compensation in Canada and the United States, as well as, director and officer indemnity considerations.

Executive Compensation Under the Spotlight: USA Updates
A Director’s Guide to Executive Compensation Vol. 6, No. 1 | Spring 2011
This issue outlines the developments in executive compensation in the United States by David Johnson and Ana Fluke of Ernst & Young LLP. This issue also includes comments on automatic share disposition plans by Michael Bowen of CIBC Wood Gundy.

Executive Compensation Updates
A Director’s Guide to Executive Compensation Vol. 5, No. 4 | January 2011
This issue provides an overview of the key changes to the executive compensation disclosure rules proposed by the CSA, the outcome of its corporate governance review and updates from the TSX and other stakeholders.

Stock Options: Impact of the 2010 Budget
A Director’s Guide to Executive Compensation Vol. 5, No. 3 | September 2010
This issue comments on the aspects of the 2010 federal budget that impact the tax treatment of stock options, including comments from the Quebec perspective, statistics on deduction claims and updates from the CSA and OSC.

Fiduciary Duties: What are They and Why do They Matter?
A Director’s Guide to Executive Compensation Vol. 5, No. 2 | June 2010
This issue answers questions such as: What are fiduciary duties? Who is a fiduciary? Why do fiduciary duties matter? It also provides an outline of fiduciary duties in Québec and updates from the CSA.

Non-Competition Agreements: Avoid the Enforcement Pitfalls
A Director’s Guide to Executive Compensation Vol. 5, No. 1 | March 2010
This issue reviews the factors considered by courts in deciding whether to enforce non-competition and non-solicitation agreements, including comments from the U.S. perspective from Fisher & Phillips LLP.

Good Pay Practices: Interested Stakeholders Weigh-In
A Director’s Guide to Executive Compensation Vol. 4, No. 4 | December 2009
This issue outlines some of the approaches to good pay practices suggested by various interested stakeholders and includes comments from Joy Casey of A Call to Action.

Retention Bonuses: Are They Necessary These Days?
A Director’s Guide to Executive Compensation Vol. 4, No. 3 | September 2009
This issue focuses on retention bonuses and explains why they may be necessary despite poor performance. This issue also includes comments from Laurel Hill Advisory Group on say-on-pay.

Say-on-Pay: Will Your Pay Practices Survive the Scrutiny?
A Director’s Guide to Executive Compensation Vol. 4, No. 2 | May 2009
This issue provides an update on say-on-pay proposals, good pay practices and certain regulatory changes in Canada. This issue also includes comments from Perrault Consulting on say-on-pay and comments on the U.S. perspective on say-on-pay from Sandra Cohen of Osler, Hoskin & Harcourt LLP.

Compensation Governance: In the News and Under Review
A Director’s Guide to Executive Compensation Vol. 4 No. 1| February 2009
This issue comments on the hot topics in executive compensation in Canada and the U.S. This issue includes comments from the U.S. perspective from David. G. Johnson of Ernst & Young LLP.

Underwater Stock Options and Variable Pay Gone: Now What?
A Director’s Guide to Executive Compensation Vol. 3, No. 4 | November 2008
This issue reviews the basics of stock options, compensation governance considerations and statistics on the numbers of stock options held by executives in Canada and the U.S.

Compensation Disclosure and Reporting Gone Wrong: The Ramifications of Failing the Disclosure Obligations and Avoiding the Pitfalls
A Director’s Guide to Executive Compensation Vol. 3, No. 2 | August 2008
This issue reviews the ramifications of failing to comply with disclosure obligations, including the powers of the court, the OSC and the TSX. This issue includes key statistics from the CSA annual enforcement report and practical comments on enforcement considerations from John Tuzyk of Blake, Cassels and Graydon LLP.

Disclosure – Getting it Right: Finally, a Summary of the Compensation Disclosure Obligations
A Director’s Guide to Executive Compensation Vol. 3, No. 1 | May 2008
This issue outlines the compensation and compensation governance disclosure obligations and insider reporting obligations. This issue also includes comments from Hugessen Consulting Inc. on the new executive compensation disclosure rules proposed by the CSA.

Articles

Franchisor or Franchisee: Who is the Employer?
Ontario Bar Association, Focus on Franchising Section Newsletter, Vol. 3, No. 1| November 2011

OSC Seeks Comments on Say-on-Pay and Shareholder Democracy
Davis LLP Client Alert | September 2011

TSX Seeks Comments on Restricting Inducement Compensation
Davis LLP Client Alert | February 2011

The human element of economic turbulence: To reduce costs in tough times, pay appropriate attention to your people issues
Ernst & Young LLP Global Update | December 2009

Executive Compensation Disclosure
Benefits and Pensions Monitor Magazine | October 2009

Trying to cut costs during the economic crisis? Consider flexible work arrangements
Ernst & Young LLP High Performance Newsletter | March 2009

Variable pay in a volatile market: our insights on how you can respond
Ernst & Young LLP National Update | December 2008

Will Stock Options Backdating Scandals Come to Canada?
The Lawyers Weekly Magazine | November 2006

Security-Based Compensation Arrangements: On the Agenda for Your Next Meeting
Torys’ Client Memo | July 2006

Employer Liable for Workplace Stress
Legal Alert | 2004

Hiring Relatives: Darned if You Do, Darned if You Don’t
CCH’s Canadian Employment and Equality Rights Reporter | 2003

Performance Management: The Good, The Bad and the Ugly Terminations
CCH’s Canadian Employment and Equality Rights Reporter | 2002

Wondering When You Can Dismiss an Employee for Poor Performance?
CCH’s Canadian Employment and Equality Rights Reporter | 2001

Media

The New Normal
HRPA’s HR Professional | February 2010
Quoted in an article by Lesley Young on HR trends in 2010

Teachers tackles gas firm over CEO’s pay
National Post | June 9, 2009
Quoted in an article by Karen Mazurkewich on excessive executive compensation at Chesapeake Energy Group