Publications

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.

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.

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.

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

Corporate Directors: Suggested Precautions

New Private Placement Rules: Quebec Harmonizes its Rules with the Rest of Canada

The New Corporate Governance Rules and Guidelines

Recent Developments Respecting Corporate Governance and Directors' Liability

Ten Good Reasons To Take Your Company Public

Taking Your Company Public: Sounds Interesting?

New private placement rule in Quebec

Important Development Relative to Private Placements in Quebec: Availability of the Accredited Investor Exemption for Quebec Investors