Canada: Directors and Officers

Since the release of OpenAI’s ChatGPT in late 2022, Artificial Intelligence (AI) has quickly evolved from experimental pilot programs to a core operational input for many publicly traded companies.[

Corporate leaders in Canada face an increasingly complex web of legal, regulatory and reputational risks that demand careful navigation. This comprehensive examination reveals how directors' and officers' liability has evolved, encompassing traditional fiduciary duties alongside emerging challenges in cybersecurity, AI governance, climate disclosures and supply chain management. Understanding these exposures and the available protections through indemnification and insurance has become essential for effecti

Environmental enforcement in Canada has intensified dramatically over the past five years, with regulatory scrutiny expanding beyond traditional resource sectors, penalties escalating into the hundreds of millions...

The British Columbia Court of Appeal has ruled that directors and officers can face personal criminal liability for environmental offences committed by their corporations based on control rather than knowledge.

As the restructuring landscape evolves, Canadian courts continue to balance both the Companies’ Creditors Arrangement Act (“CCAA”) and associated federal taxing statutes. Two Alberta decisions; Freedom Cannabis Inc. (Re), 2025 ABKB 272 (“Freedom Cannabis”) and Delta 9 Cannabis Inc. (Re), 2025 ABKB 52 (“Delta 9”), illustrate the carful balance that exists between two of these governing federal statues.

The Court of Appeal for Ontario has reaffirmed the high threshold for “piercing the corporate veil,” while clarifying that wrongful conduct need not occur at incorporation nor relate to a directing mind’s corporate...

Plusieurs décisions judiciaires notables rendues en 2025 demeurent importantes pour les entreprises, les prêteurs commerciaux et les professionnels de l’insolvabilité.

While a takeover bid can be used to effect a friendly deal, takeover bids typically occur where the bidder has made an unsolicited approach to a target but has been unable persuade the target’s board to agree to a negotiated transaction.

On April 9, 2026, Quebec’s financial markets regulator, the Autorité des marchés financiers (AMF), published draft regulations (Draft Regulations) pursuant to the Act respecting the distribution of financial products and services (Act) by way of a regulatory consultation notice (Notice).