Another significant potential area of personal liability for
directors and officers of business corporations in Ontario to
consider arises as a result of 200+ laws of all levels of
government that have provisions imposing personal liability in
prescribed situations. Speaking broadly, these laws fall into
several categories, including:
Taxation and revenue laws such as certain types of taxes
collected by a business and withholdings undertaken by employers on
behalf of government;
Employment laws such as obligations pertaining to wages and
Environmental protection and public health & safety laws
such as penalties for allowing or directing a breach of the
specific requirements of a law; and
Business and securities legislation such as duties on directors
and officers as they relate to actions of a corporation that impact
upon its shareholders and/or creditors.
Examples of ways in which personal liability may be attributed
to a director or officer under these laws include:
Making directors and/or officers personally liable for certain
financial obligations of a corporation such as collecting and
remitting taxes or relating to certain entitlements of employees
under employment laws; and
Quasi-criminal offences which may be committed when a
corporation's directors or officers are negligent or fail to
discharge their legal duties.
These are just a few of the reasons why prudent directors and
officers of corporations in Ontario should take steps to protect
against potential personal liabilities that arise by virtue of
As a construction company that actively bids and works on larger infrastructure projects, you will likely be required to provide a signed certification in response to future Requests for Qualifications.
On November 14, 2016, the Securities and Exchange Commission ("SEC") announced an award of more than $20 million to a whistleblower who promptly provided the regulator with valuable information that allowed the SEC to commence an enforcement action against the wrongdoers before they could squander the money.
In the recent decision, 3716724 Canada Inc. v Carleton Condominium Corporation No. 375, the Ontario Court of Appeal found that the "business judgment rule" applies to decisions of boards of condominium corporations.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).