Publications
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The Role of the Chair of the Board of Directors
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. (…)
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In-house Counsel's Obligations - Under Certain Provisions of the Code of Ethics of Advocates
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 (…)
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When Should a Director Resign?
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 (…)
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Directors of Quebec non-profit organizations (NPOs)
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 (…)
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A recent Quebec Court of Appeal decision involving extra-contractual liability of directors
On February 2, 2006, the Quebec Court of Appeal rendered an interesting judgement involving directors’ liabilities in the case of Johnson and Marcil v. André Arthur et al (500-09-012808-028), a lawsuit for slander.
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The Nominee director and conflicting loyalties
In most cases, the interests of the shareholder or of the member who arranged for the nominee's election should correspond to the best interests of the company. Precautions must and can be taken to avoid problems.
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Corporate Directors: Suggested Precautions
Corporate Directors: Suggested Precautions
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Directors' Liability, Indemnification and Insurance Coverage
Directors' Liability, Indemnification and Insurance Coverage
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The New Corporate Governance Rules and Guidelines
The New Corporate Governance Rules and Guidelines
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Recent Developments Respecting Corporate Governance and Directors' Liability
Recent Developments Respecting Corporate Governance and Directors' Liability
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The Civil Liability of Professionals: Major Legislative Changes
The Civil Liability of Professionals: Major Legislative Changes
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Summary of the Final Report of the Joint Committee on Corporate Governance
Summary of the Final Report of the Joint Committee on Corporate Governance