Contentious Issues in the Boardroom – August 2026 Edition
The August 2026 Directors' Briefing highlights decisions from Canada, the UK, and Australia on veil-piercing, fiduciary duty, directors' duty to escalate risk, and oppression in closely held companies.
Contentious Issues in the Boardroom – March 2026 Edition
A summary of the March 2026 edition of the Directors’ Briefing, covering material change disclosure, interlocking directorships, fiduciary duties, and CCAA releases.
Contentious Issues in the Boardroom – August 2025 Edition
Key governance updates from the August 2025 Directors’ Briefing, including director liability, OBCA limitations, de facto fiduciaries, and procedural defects in board meetings.
No Shortcuts: Courts Reaffirm Procedure for Director Removals
In earlier blog posts, I wrote about amendments made to Ontario’s Business Corporations Act, which allow ordinary resolutions to be passed in writing outside of a meeting when signed by a majority of shareholders. As the ink dries on those reforms, a sharper picture has emerged of what has not changed, particularly regarding the removal of directors.
Contentious Issues in the Boardroom – April 2025 Edition
This April 2025 edition of the Director’s Briefing explores governance issues facing corporate boards: director resignation under the Ontario Business Corporations Act, limits on powers of attorney in corporate control, shareholder requisitions under OBCA section 105(4), and judicial enforcement of shareholder agreements in closely held corporations. Authored by Laura H. Wolfe and Hartley R. Nathan, K.C.