Canada: Directors and Officers

An Ontario court has clarified a longstanding ambiguity in the Not-for-Profit Corporations Act, 2010, ruling that certain by-law amendments affecting membership rights require approval...

The Ontario Court of Appeal recently clarified when directors can be held personally liable for corporate actions in Chanderpaul v. Caesars Convention Centre Ltd. While reaffirming the principle of corporate separateness, the court corrected an overly narrow interpretation of piercing the corporate veil, confirming that wrongful conduct need not be separate from corporate operations. Despite this clarification, the court upheld dismissal of the veil-piercing claims due to insufficient evidence of complete d

The Québec Court of Appeal examines the stringent requirements for piercing the corporate veil under article 317 of the Civil Code of Québec, analyzing when complete shareholder control alone proves insufficient to disregard corporate personality. Through comparative analysis of recent jurisprudence, the decision clarifies the exceptional circumstances required to hold shareholders personally liable for corporate obligations.

In Stevens v. The King, the Tax Court of Canada considered two recurring and highly consequential issues in GST/HST director liability litigation.

One of the most important — and least understood — aspects of Canadian franchise law is the potential for personal liability arising from franchise disclosure obligations.

Artificial Intelligence (AI) in the boardroom is a double-edged sword. It presents risks, but also potential rewards. Meeting their fiduciary duties to the company requires that directors get this balance right.

Shareholder disputes can destabilize corporate governance and erode company value when financial, strategic, or relational interests diverge.

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.

When a shareholder of a private corporation dies, investment advisers are often among the first professionals families turn to. Understanding the key concepts of dealing with an estate which owns...