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Director's Liability in Canada

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  • 800 Pages
  • January 2023
  • Region: Canada
  • Specialty Technical Publishers
  • ID: 2082756

Director's Liability in Canada Offers an Authoritative Analysis of Laws and Precedents and Helps Directors Minimize Personal Liability

Due to legislative changes, directors of both for-profit and non-profit organizations can now be held personally liable for the actions of their organizations, putting them at risk for fines or even imprisonment. Directors' Liability in Canada offers an extensive, thoroughly researched, authoritative analysis of the pertinent laws and precedents so that the risk of personal liability for directors and officers in Canada can be minimized.

Directors' Liability in Canada is written for Directors/Trustees, Officers, Corporate Counsel, Secretary/Treasurer, Accountants/Controllers, Risk Managers, and consultants of all private and public organizations in Canada and for those external organizations needing to do business in Canada.


Directors' Liability in Canada provides the information required to:

  •  Stay up to date with financial institution requirements
  •  Be aware of responsibilities under both traditional corporate law and recent legislation dealing with non-traditional issues
  •  Become proactive in meeting and even exceeding standards of legal responsibility
  •  Avoid actions that risk personal liability
  •  Follow current trends in case law decisions and look to the future of corporate responsibility
  •  Take control of increasing risk via insurance policies and indemnification agreements
  •  Understand how to control risk through insurance policies and indemnification agreements
  •  Clarify responsibilities under traditional and nontraditional corporate law

Topic Areas

  •  Bankruptcy law
  •  Corporate management
  •  Employment law
  •  Environment law
  •  Financial institutions
  •  Non-profit organizations
  •  Product liability and consumer protection law
  •  Schools and universities
  •  Securities law
  •  Taxation


Comprehensive Analysis

  •  Covers federal law that is applicable in all provinces and provincial law for Ontario, Alberta, and British Columbia
  •  Includes good practice checklists that can be used as due diligence tools for legal practice, business, and management

You will receive a supplemental monthly bulletin up to June 2023 when you purchase this report.

Table of Contents

1 Historical Perspective
2 Overview of the Corporate Structure
3 Considerations Before Accepting a Directorship
1 Liabilities Relating to Corporate Law
1 Introduction
2 Fiduciary Duty
3 Duty of Care, Diligence, and Skill
4 Conflict of Interest
5 Loans and Other Financial Assistance to Directors
6 Declaration of Dividends
7 Issuing Shares for Consideration Other Than Money
8 Corporate Purchase, Redemption, or Other Acquisition of Shares
9 Rights of Directors
10 Avoiding Liability
Good Practices Checklist
2 Liabilities Relating to Employment Law
1 Introduction
2 Wages and Related Benefits
3 Wrongful Dismissal and Termination Pay
4 Workplace Safety and Protection
5 Hazardous Substances in the Workplace
6 Income Tax
7 Pensions
8 Employment Insurance
9 Human Rights
10 Sexual Harassment
11 Age Discrimination and Mandatory Retirement
Good Practices Checklist
3 Liabilities Relating to Environmental Law
1 Introduction
2 Environmental Assessment
3 Harm To Air, Land, or Water
4 Transportation of Dangerous Goods
Good Practices Checklist
4 Liabilities Relating to Financial Reporting and Disclosure
1 Introduction
2 Common Law
3 Financial Statements
4 Certified Disclosure
Good Practices Checklist
5 Liabilities Relating to Taxation Law
1 Introduction
2 Income Tax Act
3 Goods and Services Tax
4 Canada Pension Plan
5 Employment Insurance
6 Provincial Taxes
7 Workers’ Compensation
Good Practices Checklist
6 Liabilities Relating to Securities Law
1 Introduction
2 Legislation and Other Regulations
3 Financing
4 Continuing Disclosure Obligations
5 Statutory Civil Liability to Secondary Securities Market Participants
Good Practices Checklist
7 Products Liability & Consumer Protection Law
1 Introduction
2 Products Liability
3 Consumer Protection
Good Practices Checklist
8 Non-Profit Organizations
1 Introduction
2 General Characteristics of Non-Profit Organizations
3 Non-Profit Corporations or Societies
4 Co-operative Associations
5 Condominium Corporations
6 Public Non-Profit Organizations
7 Unincorporated Groups
8 Avoiding Liability
Good Practices Checklist
9 Financial Institutions
1 Introduction
2 Credit Unions and Caisses Populaires
3 Banks and Similar Institutions
4 Deposit Insurance
5 Trust Companies
Good Practices Checklist
10 Liabilities Relating to Bankruptcy and Insolvency Law
1 Introduction
2 Bankruptcy
3 Compromises with the Corporation’s Creditors
4 Winding-Up
5 Liability to Creditors for Oppression
6 Liability in Transactions to Defeat Creditors
7 Corporate Reorganizations
Good Practices Checklist
Tables, Lists, and Indices