Publications

With regard to the professional obligations of a lawyer, is it possible outside the physical confines of the tribunal to let a judge know exactly what he thinks of him? Should the response be negative, does it not unduly restrain his right to freedom of expression otherwise guaranteed to all by virtue of the charters of rights and freedoms? This is the question to which the Court of Appeal had to respond recently by rendering judgment in the case of Doré v. Bernard, which has incited various reactions in the legal community.

The role and duties of a Chair are not defined and circumscribed in incorporating statutes (federal and Quebec) except in the case of Quebec government-owned corporations and then, only in part. Boards of directors have been at the centre of the public debate on corporate governance in recent years. This heightened focus on boards has provoked questioning and reflection on the role and liability of the Chair.This newsletter reviews the legislative, regulatory and jurisprudential framework of the Chair’s role.Every company and every period in its development has specific characteristics and requirements. The context, the identity of the company’s shareholders or members, as the case may be, the composition of the board, and the personalities of the Chair and of the CEO are some of the many factors that will affect the role of the Chair and the specific qualities that the Chair of a particular company should have. However, the fundamental features and requirements should remain constant, regardless of the circumstances. This newsletter has attempted to explain and describe some of them.

The Code of ethics of advocates (R.R.Q., 1981, c. B-1, r.1) (the “Code”) applies to all lawyers inscribed on the Roll of the Order of Advocates “regardless of the context or manner in which he engages in his professional activities or the nature of his contractual relationship with the client ” (article 1.00.01). Therefore, the Code applies to in-house counsel.This article highlights certain provisions of the Code and is intended to provide food for thought to in-house counsel regarding those provisions of particular interest for him.

The title of this Newsletter was deliberately chosen to attract attention, because while very relevant, the question nevertheless receives little attention. Moreover, proper comprehension of the issue is often clouded by ignorance of the applicable rules, by conflicts of interest or by a certain complacency.This Newsletter does not address the issue solely from a legal perspective. It also considers it from an ethical and logical point of view. However, the author does not regard any of the courses of action, criteria and factors as absolutes. The comments set forth in this Newsletter are not intended to instigate resignations. On the contrary, they seek to encourage coherence, integrity and prudence. Directors should view this Newsletter as food for thought.Several situations could induce a director to resign or, at least, to seriously and reasonably consider the advisability and soundness of doing so. In all cases, he should resign only for serious reasons, personal or external, and then, in so doing, he should be careful to cause as little damage as possible to the corporation.

A person who agrees to be a director of a non-profit organization should not consider his role to be a honorary one or think that his obligations are limited to giving or collecting money or providing advice to its officers. All directors have the same duties and are ultimately subject to the same liabilities, although there may be differences or increased burdens based on their skills, knowledge and various additonal responsabilities.

The Application of Ontario's Bill 198 to Securities Class Actions in Quebec

Access to Medical Record - The Principle of Relevance and the Extent of Disclosure

Recent Developments Respecting Corporate Governance and Directors' Liability

Directors Duties Defined: The Supreme Court of Canada Confirms that Directors Owe No Fiduciary Duty to Creditors

Directors make mistakes (CA Magazine.com)

Peoples Department Stores v. Wise: The Directors Are Not Personally Liable in Bankruptcy

Decision of the Quebec Court of Appeal mentioned in Ian Rose's Publication Peoples Department Stores v. Wise: The Directors Are Not Personally Liable in Bankruptcy - (Unofficial English translation)

The Importance of Directors following Proper Resignation Procedures in order to Minimize their Statutory Liability