Contentious Issues in the Boardroom - December Issue
The December 2024 edition of the Director’s Briefing is now available via LexisNexis.
I am pleased to announce the release of the latest Director’s Briefing, co-authored by myself, Laura H. Wolfe, and Hartley R. Nathan, K.C. This issue offers an analysis of contentious issues in corporate governance and provides directors with practical tools to address them effectively.
Highlights from this Issue:
Piercing the Corporate Veil:
Courts continue to maintain a high threshold for piercing the corporate veil. In 1417217 Ontario Inc. v. River Trail Estates Inc., the Ontario Court of Appeal reaffirmed the evidentiary standard required to hold directors personally liable for corporate misconduct.Director Appointments and Consent:
In Ikenouye v. FTA Logistics Inc., the Ontario Superior Court of Justice emphasized the necessity of written consent for director appointments under the OBCA. This case underscores the importance of good governance practices and maintaining accurate and complete corporate records.Limits of Indemnification for Directors:
Lowe v. Edmonton Real Estate Board Cooperative Listing Bureau Ltd. highlights the conditions under which directors may be indemnified. Courts have made it clear that indemnification is contingent on acting honestly, in good faith, and in the best interests of the corporation.Judicial Removal of Directors:
The remedy of court-ordered removal of directors is scrutinized in Albrecht v. Kuhn. This decision demonstrates the courts’ reluctance to intervene in corporate governance absent extraordinary circumstances.
Recent Case Summaries:
This edition also features analysis of recent decisions, including:
Invalidation of Meetings for Procedural Defects – A case from the Court of Appeal of British Columbia.
Derivative Actions in Limited Partnerships – Insights from Binscarth Holdings LP v. Anthony.
Breach of Contract in Executive Recruitment – The Ontario Superior Court’s decision in Bigwin Group Inc. v. Trade X Group of Companies Inc.
To request a copy of the December 2024 issue, please click here or email me directly.
This article is general information, not legal advice. It does not create a solicitor-client relationship, and it may not reflect developments after the date of publication. Advice on a specific situation requires a specific retainer.
