Directors and officers of private and public companies and non-profit organizations have serious responsibilities. Federal and provincial governments impose personal liability on directors if they fail to meet those responsibilities.
As the business environment continues to change, the list of potential liabilities directors and officers face continues to grow.
Whether in the private, public or not-for-profit sectors, directors and officers can be held personally liable for the failure of their organizations to comply with statutes, to exercise due diligence and even for financial results.
These matters can be expensive to defend. They can take a long time to resolve, and they can involve significant risks to corporations and individuals.
Our lawyers can help directors or their corporations determine risk, negotiate the resolution of any claims and, if necessary, represent them in trial.
We will work with you to protect your reputation.
Services
- Assessing personal liability.
- Assessing liability of individual executives and corporate exposure.
- Dealing with corporate conflict of interest issues.
- Helping to create "whistleblower" policies.
- Dealing with failure to comply with the Business Corporations Act, Income Tax Act, Excise Tax Act and other legislation, including unpaid GST, payroll deductions, claims under environmental legislation, CPP source remittances, failure to remit employment insurance and unpaid wages under the Employment Standards Act.
- Representing clients accused of failing to comply with statutes or industry-specific obligations.
- Representing clients accused of failing to properly report or maintain records.
Typical Situations
- A public company faces a claim by shareholders that it mismanaged investments, resulting in a 30% drop in share price.
- The Canada Revenue Agency accuses a non-profit of having disproportionate administration costs, and not remitting HST payments.
- A director of a private company, who also happens to be its CEO, deliberately misleads other directors regarding company finances. The story hits the media. Suppliers, employees and creditors demand an explanation.
Recent Cases
- Represented the founder of a technology company in an oppression proceeding involving anti-dilution shares.
- Acted for a large private company in litigation against its former directors and officers for misappropriation of funds. In this same dispute, Ellison Peters Professional Corporation also helped the company oppose an application for liquidation, and contested proceedings to rectify its share register.
- Successfully represented a former high-tech company director and officer in the appeal of a criminal fraud conviction.
- Acted in a nine week directors and officers liability trial in the B.C. Supreme Court trial – one of the few such claims to go to a full trial in Ontario.
