Director and Officer Liability in Corporate Insolvency: A Comprehensive Guide to Rights & Obligations, 3rd Edition

This 3rd edition covers the various sources of personal liability faced by company directors and officers during corporate insolvencies, and identifies the pitfalls to avoid and best practices to adopt.
Publication Language: English
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ISBN/ISSN: 9780433475477

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This 3rd edition covers the various sources of personal liability faced by company directors and officers during corporate insolvencies, and identifies the pitfalls to avoid and best practices to adopt. Authors Janis Sarra and Ronald Davis address the latest and most significant legislative amendments, and provide an in-depth analysis of current case law. This comprehensive text will help you advise clients about their scope of liability, and offer suggestions to mitigate risk.


Features and Benefits

  • An analysis of relevant cases, as well as the underlying public policies implicated in the choice of liability regime
  • Cutting-edge insight into the latest legislative amendments
  • Readers will learn about conflicting provincial and federal legislation relating to officer and director liability during insolvency
  • Comprehensive coverage of the amendments to the Bankruptcy and Insolvency Act, Companies' Creditors Arrangement Act, and discussion of the Wage Earner Protection Program Act, along with provincial legislative changes

New in This Edition

  • Discussion about the Supreme Court of Canada's recent decision in Bhasin v. Hrynew and why directors and officers need to be aware of the good faith obligation in commercial dealings
  • Expanded discussion of director and officer liability in employment law matters, including content relating to directors' personal liability for unpaid wage claims in Canada Labour Code proceedings as well as amendments to the Saskatchewan Employment Act and Ontario Employment Standards Act
  • New common law developments with regard to potential liability arising from pension legislation
  • Discussion about the Supreme Court of Canada's 2012 decision in Newfoundland and Labrador v. AbitibiBowater Inc. and the interplay between environmental remediation orders and insolvency restructuring or liquidation proceedings

An Ideal Resource For

  • Bankruptcy and insolvency lawyers, and corporate counsel – advise your clients about costly civil and criminal liability, and assist them in developing creative solutions to mitigate risk
  • Corporate officers and directors – learn about your scope of liability, and how you can mitigate your personal risks. Identify situations that may expose you to unnecessary risk
  • Securities regulators – learn to identify potentially liable conduct, and create standards of corporate management conduct
  • Business and law schools – stay updated on this growing area of law

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Table of contents

Chapter 1: Introduction
Chapter 2: Director and Officer Liability in Insolvency at Common Law
Chapter 3: Director and Officer Liability under Corporations Statutes
Chapter 4: Director and Officer Liability for Statutory and Regulatory Offences
Chapter 5: Director and Officer Liability in Employment Law
Chapter 6: Liability of Directors and Officers of Related and Successor Corporations
Chapter 7: Pensions, Insolvency and Liability
Chapter 8: Environmental Obligations
Chapter 9: Securities Law and Director Liability
Chapter 10: Indemnification and Insurance for Directors' Liabilities for Corporate Fault
Chapter 11: Director Liability for Criminal Conduct
Chapter 12: Conclusion