Directors and Officers Liability 2

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Background corporate 3 Discussion of legal duties • Legal duties • Recent case law • Best practices Dentons Canada LLP 4
Legal duties • Corporate law • Securities • Tax law • Employment law • Environmental law • Rules of professional conduct • Other legislation Dentons Canada LLP 5 Corporate Law – duty to the firm • Directors and officers have two distinct duties at all times: • Fiduciary duty • Duty of care and diligence • CBCA 122(1): Every director and officer of a corporation in exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Dentons Canada LLP 6
Page 1: Directors’ and officers’ liabil
Page 5 and 6: Corporate law - selected statutory
Page 7 and 8: Environment - provincial • Enviro
Page 9 and 10: Directors’ liability for unpaid c
Page 11 and 12: Directors’ liability for tax - Te
Page 13 and 14: Directors’ liability for tax - Du
Page 15 and 16: Discussion of recent case law • L
Page 17 and 18: Current cases to consider - Piercin
Page 19 and 20: Recent developments - Due diligence
Page 21 and 22: Recent developments - Fraud • Fra
Page 23 and 24: Performance of duties • Attend al
Page 25 and 26: Directors’ liability for taxes -

Directors and Officers Liability 2

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