The Latest Legal News and Updates that Affect Your Industry

September 1, 2009

Directors’ duties in light of the Peoples and BCE decisions

The Peoples and BCE decisions have shed considerable light upon the parameters and criteria for the exercise of directors’ duties in Canada.The purpose of this bulletin is to provide an update on: the nature and scope of directors’ duties and obligations; the identity of the (…)

March 1, 2008

Your Contracts: a Systematic and Disciplined Approach is Called for

Every day, and several times a day, we enter into contracts without knowing it or without considering and controlling their effects. This bulletin provides a brief and non-exhaustive summary to help you better understand, prepare for and monitor your contractual environment.Do you know that a (…)

February 1, 2008

The Role of the Chair of the Board of Directors

The role and duties of a Chair are not defined and circumscribed in incorporating statutes (federal and Quebec) except in the case of Quebec government-owned corporations and then, only in part. Boards of directors have been at the centre of the public debate on corporate governance in recent years. (…)

February 1, 2008

Vos contrats : une approche systématique et disciplinée s’impose

July 1, 2007

In-house Counsel's Obligations - Under Certain Provisions of the Code of Ethics of Advocates

The Code of ethics of advocates (R.R.Q., 1981, c. B-1, r.1) (the “Code”) applies to all lawyers inscribed on the Roll of the Order of Advocates “regardless of the context or manner in which he engages in his professional activities or the nature of his contractual relationship with (…)

March 1, 2007

When Should a Director Resign?

The title of this Newsletter was deliberately chosen to attract attention, because while very relevant, the question nevertheless receives little attention. Moreover, proper comprehension of the issue is often clouded by ignorance of the applicable rules, by conflicts of interest or by a certain (…)

September 1, 2006

Directors of Quebec non-profit organizations (NPOs)

A person who agrees to be a director of a non-profit organization should not consider his role to be a honorary one or think that his obligations are limited to giving or collecting money or providing advice to its officers. All directors have the same duties and are ultimately subject to the same (…)

May 1, 2006

A recent Quebec Court of Appeal decision involving extra-contractual liability of directors

On February 2, 2006, the Quebec Court of Appeal rendered an interesting judgement involving directors’ liabilities in the case of Johnson and Marcil v. André Arthur et al (500-09-012808-028), a lawsuit for slander.

May 1, 2006

The Nominee director and conflicting loyalties

In most cases, the interests of the shareholder or of the member who arranged for the nominee's election should correspond to the best interests of the company. Precautions must and can be taken to avoid problems.

December 1, 2005