March 08, 2021This article examines the care that a director must take when making decisions, and what the review process and potential implications might be, should that care not be taken.
August 14, 2020For the sole director of a corporation, when making decisions, one potential concern is the requirement (that flows from their fiduciary duty pursuant to s.134 of the Ontario Business Corporations Act (R.S.O. 1990, c. B. 16) “OBCA”) to avoid a conflict of interest with the corporation.
August 29, 2017A company may choose to compensate either a director or an advisor in cash, with options, a combination of cash and options, cash only, or the company may even choose not to compensate such directors."
October 27, 2016Discussion: Sikh Cultural Society of Metropolitan Windsor et al v Kooner et al (2011, Ont SC) is relevant for highlighting the significance of an organization's bylaws as well as the process for organizing board meetings.
August 03, 2016A shareholder who is a founder and/or CEO may wish to entrench their decision-making powers. In this Part II, the article discusses how a company’s CEO and/or founders can maintain a seat on the board of directors.
August 03, 2016As our entrepreneur clients grow and enter into commercial transactions and take on financing, questions frequently asked include how to manage the composition of the potentially growing board. This article will deal with the first point: Confirming the Current Composition of Board Members.
October 28, 2015A Unanimous Shareholder Agreement is sensible when there are a small number of shareholders, however as a company start to grow, decision making will start to occur not by shareholder decision but instead, at a meeting of the board of directors
February 23, 2015Selecting a board of directors or a board of advisors is an important decision and should be given careful consideration. Both roles are treated differently for liability purposes.
July 28, 2014An early stage company, once incorporated, is required to have a board of directors. To protect the shareholders of the corporation, rules and formalities of organizing a board of directors are set out.