Our Directors' and Officers' Liability Group

Our Directors' and Officers' Liability Group is comprised of approximately 100 lawyers from each of our 5 offices.  All Group members specialize in one or more areas involving the legal liability of directors and officers - from corporate governance and standard of care, to risk management and insurance, to litigation for or against directors and officers and the corporations they serve.

Our Services

The services performed by the Group can be broken down into three main categories:

Corporate Advice and Guidance

• Advising directors and officers concerning their duties as such, from routine corporate matters to more complex matters such as continuous compliance with various Securities' Act requirements, response to takeover bid situations and the like.

Risk Management and Insurance

• Advising insurers concerning coverage under directors' and officers' liability policy wordings providing directors/officers' indemnification, corporate reimbursement and entity coverage for certain types of claims including securities claims and employment practices claims.
• Advising insurers on policy wordings, endorsements and other enhancements.
• Advising corporate clients and their directors, officers and senior management concerning the extent and adequacy of their directors' and officers' liability coverage, explaining the coverage available in the marketplace, assisting them in complying with policy requirements and in exercising the rights afforded to them under their policies.
• Writing and publishing papers and articles and presenting papers at various seminars and conferences on the subject of directors' and officers' liabilities, risks and coverages and trends in Canadian law and the Canadian insurance market affecting directors and officers.

Litigating For or Against Directors, Officers and Their Corporations

• Instituting and defending civil claims against directors and officers and their corporations (insured and uninsured) in respect of various allegations of "Wrongful Acts" in the form of oppression remedy claims, derivative actions, other statutory causes of action, fraudulent and negligent misrepresentations, and other illegal or deceptive market practices.  Many of these claims may be brought in the form of a shareholders' class action.
• Defending quasi-criminal charges and/or regulatory proceedings against directors and officers and their corporations (insured and uninsured) in respect of such allegations on insider trading, continuous disclosure violations, prospectus offering violations, exempt offering violations, takeover bid violations and other breaches of securities laws.