Canada: Directors and Officers

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Article
Ontario Confirms That Direct Participation In Civil Fraud Is An Independent Ground For Personal Liability
The Ontario Court of Appeal recently upheld a landmark decision establishing that corporate officers and directors can be held personally liable for civil fraud when they directly participate in making fraudulent representations. The case arose from a COVID-19 pandemic mask supply contract where an officer recklessly represented his company could deliver three million NIOSH-certified N95 masks to a hospital without having secured any such supply.
Canada Criminal
DA
DMG Advocates
Article
The Canada-U.S. Cuba Compliance Catch-22: How FEMA And SEMA Conflict With U.S. Sanctions Obligations – Part 3 Of 4
This article is Part 3 of a four-part series on Canadian sanctions compliance. Part 1 — Overview covered the core legislative framework. Part 2 — Real Estate examined sanctions risk in real estate transactions. Part 3 focuses on the cross-border compliance conflict that arises when Canadian and U.S. Cuba sanctions obligations collide. Part 4 (July 21) will address Canada’s export control rules and recent amendments to the Export Control List.
Canada International
MT
Miller Thomson LLP
Article
An Alter Ego Is Not Enough: Court Of Appeal Reaffirms Corporate Veil-piercing Remains Exceptional
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.
Canada Commercial
L,
Langlois Lawyers, LLP
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