Advising directors and officers of companies that are in the shadow of insolvency regarding the scope of their personal liability can be a daunting task as directors and officers can be exposed to significant personal liability in a variety of areas of the law.  Directors are now accountable not only to the corporation and its shareholders but also under certain circumstances to employees, creditors, customers, suppliers, and governments.  The purpose of this paper is to provide an overview of the legal duties of directors and officers and the personal liability that can be imposed and to discuss ways in which exposure to liability can be managed.  It is not intended to provide legal advice to directors and officers, or to be a comprehensive review of all of the duties and liabilities of directors and officers.

In this paper, Alex MacFarlane and Alexandra North discuss the following items:

• Legal Duties of Directors
  
• Common Law Duties to Creditors
  
• New Trends - BCE Case
  
• Directors' and Officers' Liabilities
  
• Personal Liability Where Corporation May Not Be Liable
  
• Risk Management
  
• Considerations for Directors of a Company About to File for Protection
  
• Independent Legal Advice

To read more, please click the download button.