Stephen Erlichman has practiced corporate and securities law throughout his career at major law firms in New York and Toronto. Steve has advised management, boards of directors and shareholders of public and private corporations in various industries, and has been counsel to investment dealers, commercial banks, insurance companies, private equity firms and managers of mutual funds, ETFs, pension funds and hedge funds in connection with public and private acquisitions, reorganizations, public offerings, private placements and structuring innovative financial products, often leading large multi-disciplinary teams on these mandates. A significant portion of Steve’s broad corporate and securities practice involves advising boards and management of public and private companies as well as institutional investors on environmental, social and governance (ESG) and sustainability matters. Steve co-founded Fasken's ESG and Sustainability group.
From 2011 to 2018, Steve was the Executive Director of the Canadian Coalition for Good Governance (CCGG), a non-profit whose goal is to improve the corporate governance of Canadian public companies for the benefit of everyone worldwide that invests in Canadian securities, and whose members are pension funds and other institutional investors across Canada which collectively have over $5 trillion of assets under management. As CCGG’s longest serving CEO, Steve: developed CCGG’s objectives and strategy with CCGG’s board of directors and then organized action plans and oversaw CCGG staff in order to implement CCGG’s mission; created and debated public policy positions in relation to ESG issues in Canada and internationally; advocated changes to laws with federal and provincial governments, securities regulators and other government agencies; led over 85 private ESG engagement meetings between CCGG and directors of public companies across Canada; was CCGG’s public spokesperson; interacted with CCGG's institutional investor members across Canada; and advanced CCGG’s international outreach. Steve is at the forefront of the major ESG issues in Canada and the world, and has the pulse of the institutional investor community, as a result of his role at CCGG and his continued involvement in ESG matters in Canada and internationally.
Policies published by CCGG under Steve’s leadership include The Directors’ E&S Guidebook, Proxy Access Policy, Director Compensation Policy, Empty Voting Position Statement, Stewardship Principles, PSU Position Statement, Governance of Canadian REITs and Other Public Income Trusts, Board Gender Diversity Policy, Universal Proxy Policy, Shareholder Involvement in the Director Nomination Process Policy, Dual Class Share Policy, Building High Performance Boards (update), Executive Compensation Principles (update), and Best Practices for Proxy Circular Disclosure (annual updates).
Steve advises Canadian businesses (operating both inside and outside of Canada), on how to best manage the risk of human rights impacts in their operations and supply chains, as well as guiding them on corporate reporting obligations, including those under Canada’s new Fighting Against Forced Labour and Child Labour in Supply Chains Act.
Representative non-confidential mandates led by Steve at Fasken include:
- Provided a report to Canada's Sustainable Finance Action Council (SFAC) with respect to safe harbour provisions under Canada's securities laws in connection with climate-related disclosures
- Acted for numerous U.S. private equity groups as well as strategic buyers to acquire companies in Canada
- Acted for the Government of Canada in creating the Canada Investment Fund for Africa, a $200 million impact investing private equity fund which invested in Africa
- Acted for various managers to create open-end mutual funds, closed-end funds and ETFs, including acted for Middlefield Group in the design, creation, initial public offering and listing on the Toronto Stock Exchange of numerous closed-end investment funds which raised over $5 billion.
Steve has written and spoken widely, including: writing op-ed pieces on corporate governance issues that were published in The Globe and Mail and in the National Post; writing articles on securities and ESG topics that were published in the Special Lectures of the Law Society of Upper Canada, the Queen’s Annual Business Law Symposium and other publications; and giving speeches on ESG and corporate/securities topics at events hosted by universities, think tanks and other organizations. The press have called Steve’s writings “insightful” and “prescient”. Steve’s report "Making it Mutual: Aligning the Interests of Investors and Managers--Recommendations for a Mutual Fund Governance Regime for Canada" (PDF), which was commissioned by the Ontario Securities Commission, was referred to by the press as a "landmark report on fund governance" and utilized by the Canadian Securities Administrators in establishing an investment fund governance regime for Canada. Recommendations made by Steve to governments and securities regulators have resulted in the adoption of various laws and regulations in Canada in relation to corporate governance and investment fund governance.
Steve’s recent publications include:
- “Impact Investing in Canada” (co-authored with Lisa DeMarco), being the Canadian chapter in a forthcoming publication by the American Bar Association on impact investing around the world
- “Director/Shareholder Engagement”, being a chapter in the Second Edition of The Handbook of Board Governance
- “ESG Disclosure in Canada – Legal Requirements, Voluntary Disclosure and Potential Liability” (co-authored with Sophie Langlois), published in Canadian Corporate Counsel magazine
- “Demand for Better ESG Oversight and Disclosure in Canada”, published by the Harvard Law School Forum on Corporate Governance
- “Majority Voting in Canada: Latest Developments”, published as a Fasken bulletin
- "CSA Issues ESG-Related Guidance for Investment Funds", published as a Fasken bulletin
Steve has been interviewed by television, radio and newspaper reporters on many corporate, securities and ESG topics. Steve has been referred to as “a leading governance expert,” a “leading practitioner in the Canadian fund industry" and one of “Canada’s top M&A attorneys”. Global Proxy Watch named Steve one of the "10 people around the world who have had the most impact on corporate governance" in 2016.
Steve is the Chair, ESG at Middlefield Limited (a Canadian asset manager), a director and member of the Nominating Committee of the Responsible Investment Association, a director and Chair of the Audit Committee of the Toronto Summer Music Foundation and a director and past President of the Harvard Business School Club of Toronto. He is a member of the Institute of Corporate Directors and the Global Stewardship Committee (and prior thereto the Shareholder Rights Committee) of the International Corporate Governance Network. Steve was the inaugural Co-Chair of the Global Network of Investor Associations, a member of the Ontario Securities Commission’s inaugural Fund Governance Advisory Committee and a director of Mackenzie Financial Corporation when it was a public company listed on the Toronto Stock Exchange.
Steve studied Engineering Science at University of Toronto, then obtained law degrees from University of Toronto (LLB) and New York University (LLM) as well as a business degree from Harvard University (MBA), Steve also holds the Responsible Investment Professional Certification (RIPC) issued by the Responsible Investment Association and the certificate in Sustainable Capitalism & ESG issued by UC Berkeley Law.
