Canadian Director Protection and Small Business: Piercing the Corporate Veil

One of the often discussed benefits of incorporation is ‘limited liability’ that was intended to protect individual directors, officers and shareholders from personal liability, (just for the insurance haters out there - no our industry was not the first to gain such coveted statues….but we did get it in 1862.) While this migh...
Posted: 3/28/2014 9:28:14 AM by MSI

Foreign Corruption and Director Liability Risk in Canada

There have been few cases under Canada’s 14 yr old CFPOA – Corruption of Foreign Public Officials Act -  but the risk, to Canadian companies and their directors and executive management, of an investigation is getting far more press now than only a few years ago. Corporate Canada is not exactly widely known for disclosure and tr...
Posted: 1/10/2014 5:41:52 PM by MSI

Crackdown on the Gatekeepers

There are two major cases in Canada regarding liability of the “gatekeepers”. Here, is Castor Holdings, and here is Hercules. Hercules is one of the most cited cases in Canadian law, and it significantly reduced the professional liability risk faced by the gatekeepers. Castor is a new Quebec court decision, but if it stands up...
Posted: 12/5/2012 9:25:45 AM by MSI

Rules for Election of Directors of TSX Listed Entities

A new rule comes into effect for 2013 for TSX listed companies. Such entities will be required to vote on individual people, (not by slate), on an annual basis (not staggered), and communicate election practices regarding director voting. This looks like just another compliance requirement for an overburdened administration team, because I cann...
Posted: 11/1/2012 11:09:46 AM by MSI

Jurisdiction in Canadian Securities Law - We don’t follow Morrison v. National Australia Bank

Morrison is a big US Supreme Court decision because it limited the reach of US securities laws to trades occurring on US markets. Until June 2010 and the Morrison decision, “Foreign” cases, commonly called “F3” or “foreign-cubed”, would mean that a foreign investor, in a foreign-domiciled company, purchasing...
Posted: 6/1/2012 8:49:54 AM by MSI

Bill 168 and Corporate Governance in Canada - Between a Rock and a Hard Place

Bill 168, here, amended the Occupational Health and Safety Act, here, to add new workplace violence rules. As most enterprise risk management is driven by policies and procedures, many internal and outside lawyers have been creating company rules to help demonstrate compliance with the new laws. The intent is to put the onus on management to ...
Posted: 5/30/2012 4:53:17 PM by MSI

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