Drawing on expertise from both sides of the Canada-U.S. border, the One Issue, Two Voices series is designed to stimulate dialogue on policy issues that have a significant impact on the bilateral relationship. This fifth issue in the series, Corporate Governance in Canada and the United States: A Comparative View, provides an up-to-date snapshot of how corporate governance practices differ between Canada and the United States, along with the implications for companies engaged in cross-border business.

Our two authors, Professor Jay Lorsch of the Harvard Business School, and Edward Waitzer of the Canadian law firm Stikeman Elliott, are leading international experts on corporate governance. Together they give us a comparative look at the way our countries have responded to changes mandated by the Sarbanes-Oxley Act passed by the U.S. government in 2002.

Both authors agree that the time has come to take direct aim at the fundamental flaws in our regulatory framework. Given the speed with which the Sarbanes-Oxley Act was passed in the immediate aftermath of the WorldCom and other scandals, the authors question whether, in some respects, we have carried a good idea too far. The time has come for an evaluation.

The authors presented their papers and discussed the issues they raised in the publication at a breakfast briefing on Sarbanes-Oxley: The Great Debate over Corporate Governance in Canada and the United States, which took place at the Yale Club in New York City on April 28, 2006.

The Canada Institute also featured the publication prominently at the keynote luncheon with former SEC Chairman William Donaldson, jointly organized with the Toronto Board of Trade on April 12, 2006. Mr. Donaldson discussed " The Challenge of Achieving Effective Corporate Governance in an Increasingly Competitive Global Environment ."

The Canada Institute thanks both authors for their contributions to our understanding of a controversial topic in the ongoing bilateral dialogue. We would also like to thank the Canada Institute on North American Issues for its support of our One Issue, Two Voices series.

We hope that you find this publication a useful means of stimulating further discussion on this important issue.

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