Contentious Issues in the Boardroom – August 2025 Edition

With a busy summer and fall behind us, I’m belatedly posting a summary of the the August 2025 edition of the Directors’ Briefing, available via LexisNexis. Co-authored by myself, and Hartley R. Nathan, K.C., this issue explores pressing issues in corporate governance.

Highlights from this Issue:

Personal Liability for Fraudulent Misrepresentation
In CHU de Québec–Université Laval v. Tree of Knowledge International Corp., the Ontario Superior Court found a director personally liable for fraud based on dual capacity conduct and a personal profit interest. The case reinforces that directors who knowingly mislead counterparties in contract negotiations may be held individually liable, even without piercing the corporate veil.

Limitation Period Applies to OBCA Compliance Applications
The Divisional Court in Lagana v. 2324965 Ontario Inc. held that applications to compel audited financials under s. 253 of the OBCA are subject to Ontario’s Limitations Act, 2002.

Common Law Fiduciary Duties Extend to De Facto Directors
In Canadian Arbour Group Inc. v. Stillar, the Court imposed fiduciary duties on a de facto director who exercised substantial control. This case affirms that individuals acting with directorial authority may be held to the same standards as formally appointed directors.

Defective Meeting Invalidated by Court
The Alberta Court of King's Bench in DaSilva v. Nabis Holdings Inc. invalidated a board resolution due to procedural irregularities, including inadequate notice and insufficient quorum.

If you would like a copy of this issue, please email me directly.