Toronto Corporate Litigation Boutique with a Focus on Director’s & Officer’s Liability

As a general rule, corporations are seen as distinct legal entities, and individuals acting on behalf of the company are not personally liable for those actions. However, there are some circumstances where courts will “pierce the corporate veil” and find individual officers and directors of the corporation personally liable for their actions. Additionally, the oppression remedy in the Ontario Business Corporations Act or the Canada Business Corporations Act, can provide a remedy for the directors to be personally liable.

Financial Litigation is a unique litigation boutique with a focus on providing timely advice in commercial and corporate disputes. Our lawyers represent corporations, as well as individual directors and officers, in any matters relating to officers’ and directors’ liability.

Duties and obligations of corporate directors and officers

Corporate directors and officers have a broad range of duties and obligations. These are set out in Ontario’s Business Corporations Act and the Canada Business Corporations Act, other statutes and regulations, and legal decisions that shape common law standards and industry expectations for corporate actors.

Company directors and officers have a fiduciary duty to act honestly, and in good faith, with respect to the interests of the corporation. They are expected to act in a manner that is consistent with a reasonable person in similar circumstances, acting with all due care, diligence and skill. Individual statutes also set out specific matters, such as tax, pension, and employment, where corporate officers must protect certain interests of individuals or employees.

Failure to meet these obligations can result in serious consequences and exposure to significant personal liability for individual officers and directors.

Litigators assisting with claims against directors and officers

At Financial Litigation, our commercial litigation team acts on behalf of individuals and corporations seeking to advance liability claims against individual actors. We have also successfully defended directors’ liability claims, and will fight vigorously to have unjustified claims dismissed. For example, we can advise clients where a director or officer is accused of:

• Acting in their personal interests, to the detriment of the corporate interest;
• Competition with the company;
• Committing independently tortious or illegal acts;
• Failure to disclose information to the corporation;
• Regulatory offences; or
• Oppression.

Business-minded, responsive legal advice for directors’ liability claims

At Financial Litigation, we are committed to our clients. Practicing exclusively in financial and commercial matters, we understand how corporate disputes can impact a company’s operations and bottom line, which is why we make a point of being available whenever you need us. Clients can reach our team seven days a week, and we address issues as soon as they arise. Contact us online or by calling 416-769-4107 x1 to schedule a consultation.