In earlier blog posts, I wrote about amendments made to Ontario’s Business Corporations Act, which allow ordinary resolutions to be passed in writing outside of a meeting when signed by a majority of shareholders. As the ink dries on those reforms, a sharper picture has emerged of what has not changed, particularly regarding the removal of directors.

This April 2025 edition of the Director’s Briefing explores governance issues facing corporate boards: director resignation under the Ontario Business Corporations Act, limits on powers of attorney in corporate control, shareholder requisitions under OBCA section 105(4), and judicial enforcement of shareholder agreements in closely held corporations. Authored by Laura H. Wolfe and Hartley R. Nathan, K.C.

The December issue of the Director’s Briefing offers insights into issues faced by corporate directors. Highlights include:

• Piercing the Corporate Veil: Understanding the high threshold for personal director liability.

• Director Appointments Without Consent: Governance lessons from recent OBCA case law.

• Indemnification Limits: When directors may not qualify for protection.

• Judicial Removal of Directors: The courts’ cautious approach.

Discover Insights on Boardroom Challenges in the Latest Director's Briefing.

The August issue of the Director's Briefing covers topics such as amendments to the Ontario Business Corporations Act, the importance of committee independence, and maintaining accurate records in family businesses.

The April 2024 Issue of the Directors’ Briefing is Out!

We are pleased to announce the release of the April 2024 issue of the Directors’ Briefing, co-authored by Hartley R. Nathan, K.C., and Laura Wolfe. The Directors’ Briefing is published by LexisNexis in their Directors Manual. It focuses on contentious issues in the boardroom and explores issues currently facing directors and officers, providing insights on how to address these challenges effectively when they arise.