Canada: Corporate and Company Law

It is well-established that Canadian law shields directors and officers from personal liability for corporate acts, except in circumstances that justify piercing the corporate veil. In CHU de Québec-Université Laval v. Tree of Knowledge International Corp., the Ontario Court of Appeal confirmed that fraudulent conduct is also a basis for imposing personal liability on officers and directors of a corporation, even where the test for piercing the corporate veil is not met.

On February 20, 2026, the Federal Court of Appeal (FCA) released its decision in Canada v. DAC Investment Holdings Inc. (DAC), 2026 FCA 35, overturning the Tax Court of Canada’s (TCC) ruling that a corporate continuance used to exit the Canadian-controlled private corporation (CCPC) regime did not amount to abusive tax avoidance.

Project Freeway Inc (“PF”) sold its shares in a group of companies to ABC Technologies Inc. (“ABC”) for 165 million dollars. US26 million dollars of the purchase price was to be paid by way of an earn out if ABC hit certain performance targets.