Directors' and Officers' Liability in Canada
As the duties and responsibilities of directors and officers at companies within Canada continue to increase, it's critical for them, and their counsel, to understand how to best deal with liability issues when they arise.
This new title from authors Helen Daley and Simon Bieber is the ideal desktop guide to all areas of directors' and officers' liability and is a valuable resource for any lawyer – in particular in-house counsel – who regularly advises on those issues. Directors' and Officers' Liability in Canada offers extensive yet concise coverage of this important area and includes an examination of liability claims that most commonly arise against directors and officers in a wide variety of contexts.
Directors' and Officers' Liability in Canada provides a comprehensive look at the legal principles governing the duties and responsibilities of directors and officers, their authority to act and the most common areas of liability at for-profit and not-for-profit organizations as well as public and privately-held corporations. Most importantly, this guide offers a detailed explanation of the key principles that provide the framework for avoiding legal liability.
Readers will benefit from the exhaustive coverage that includes:
- Criminal liability of directors and officers: Understand when and where a director or officer may be criminally liable. This text includes a discussion of securities-related crimes, quasicriminal offences under the Securities Act, criminal activity under the Competition Act, the Corruption of Foreign Officials Act and other quasi-criminal offences
- Regulatory liability of directors and officers: Gain insight into potential regulatory liability issues, including those related to environmental protection, employment, taxation, competition and other industry-specific legislation
- Indemnification and advancement of directors and officers: Learn what is and isn't permitted with respect to indemnification, the sources of indemnification, and who is and isn't entitled to indemnification and advancement
- Change of control of corporation: Special chapters on directors' and officers' liability when there is a change in control of the corporation due to merger or acquisition, or going from being a privately-held to a public corporation. This text discusses the roles and duties of the board and guides readers through the best practices during a change of control
A useful resource
Directors' and Officers' Liability in Canada will be a welcome addition to the bookshelf of in-house counsel, securities lawyers, corporate lawyers, and other professionals who regularly advise on the duties, responsibilities and liabilities of directors and officers.
Table of contents
Chapter 1 – Sources of Liability: The Duties and Responsibilities of Directors and Officers
Chapter 2 – Directors' and Officers' Authority to Act
Chapter 3 – Liability of Directors and Officers of Not-for-Profit Corporations
Chapter 4 – Directors' Liability Issues Arising in Privately-Held Corporations
Chapter 5 – Indemnification of Directors and Officers
Chapter 6 – Directors' and Officers' Liability Insurance
Chapter 7 – Securities Class Actions
Chapter 8 – Change of Control
Chapter 9 – Regulatory Liability of Directors and Officers
Chapter 10 – Criminal Liability of Directors and Officers