Canada: Directors and Officers

On October 12, 2026, BBC Panorama and the Bureau of Investigative Journalism published a forensic analysis of leaked corporate files showing that Deloitte’s Cyprus affiliate and MeritServus, a corporate services firm spun out of that practice, falsified and backdated at least 1,000 corporate documents for companies beneficially owned by Roman Abramovich.

Consider three situations familiar to many BC societies. A director requests copies of board minutes. A member asks for the register of members before an upcoming election. A journalist requests the society’s financial statements for the last five years.

When a publicly traded corporation contractually commits to advancing defense costs to its directors, can it refuse payment by alleging bad faith and demanding a preliminary evidentiary hearing? The Quebec Court of Appeal will now address this central question in corporate governance after granting leave to appeal a Superior Court decision that ordered Gildan Activewear to advance C$750,000 to ten former directors. This case examines the intersection of statutory indemnification provisions and mandatory con

Since the release of OpenAI’s ChatGPT in late 2022, Artificial Intelligence (AI) has quickly evolved from experimental pilot programs to a core operational input for many publicly traded companies.[

Corporate leaders in Canada face an increasingly complex web of legal, regulatory and reputational risks that demand careful navigation. This comprehensive examination reveals how directors' and officers' liability has evolved, encompassing traditional fiduciary duties alongside emerging challenges in cybersecurity, AI governance, climate disclosures and supply chain management. Understanding these exposures and the available protections through indemnification and insurance has become essential for effecti

Environmental enforcement in Canada has intensified dramatically over the past five years, with regulatory scrutiny expanding beyond traditional resource sectors, penalties escalating into the hundreds of millions...

Directors of corporations that fail to remit GST/HST may face personal liability for unpaid taxes, but a due diligence defence exists. The recent Stevens v. The King case illustrates the high bar for proving due diligence, demonstrating that passive delegation of financial oversight is insufficient to avoid personal liability for directors.

Directors of corporations that fail to remit GST/HST may face personal liability for corporate tax debts, but statutory limitation rules create narrow windows for enforcement. The recent Stevens v. The King case demonstrates how courts scrutinize resignation claims and what evidence directors must provide to escape liability under Canada's Excise Tax Act framework.

Les administrateurs, dirigeants et mandataires peuvent être pénalement responsables des infractions environnementales commises par leurs sociétés en vertu des dispositions...