In this seminar we will explore the basic responsibilities and obligations of the directors, officers and shareholders of a corporation. We will clarify the distinctions between these roles which can often times be somewhat murky on a day to day basis. We will touch on the liabilities to which directors are exposed. We will examine the effect of shareholder agreements on the responsibilities of shareholders and directors and whether or not a shareholder agreement should be considered. We shall discuss the actual use of corporate By-laws and the need to either respect them or legally modify them to suit your needs.
In this session you will learn about:
- Keeping your corporation updated on annual basis
- The risks and responsibilities which the corporate directors and officers face during corporate operation
- How directors should protect themselves from future personal claims
- How decision making within a corporation should be made and how it can be modified through a shareholder agreement
- Modifying corporate by-laws to suit your corporate needs
- Risks associated with operating the corporation not in accordance with the corporate documents
Douglas Smyth is a partner in the Ottawa law firm, Low Murchison Radnoff LLP and is the head of the firm’s Institutional Law Group and a member of the Business Law Group and Litigation Group among others. In his over 37 years of experience in the practice of law both in and out of the courtroom, he has obtained insight, innovation and negotiation skills that aid him in providing timely, responsive and helpful advice to his commercial, institutional and individual clients on various commercial, contractual, procurement and business matters. This extensive experience combined with his mediation training allows him to be an effective, results-oriented lawyer. He handles the day to day legal needs of everything from small start-up companies to large institutions and organizations.
Jean-François Gauthier is an associate lawyer at Low Murchison Radnoff LLP, and is a member of the firm’s Business Law Group as well as Real Estate Law Group. Jean-François’ client base consists mainly of small to medium enterprises, newly incorporated businesses as well as individuals operating a sole proprietorship business or simply individuals seeking legal advice (such as shareholders or officers of corporations). Jean-François possesses a broad range of experience on matters touching incorporations such as governance issues, share purchases and sales, mergers and acquisitions, obtaining corporate financing, managing contractual obligations as well as advising on real estate matters.
Jean-François also has previous experience in litigation and more specifically construction litigation which has given him insight into contractual pitfalls that should be avoided, common mistakes made in procurement processes, as well as the importance of properly managing communications to avoid escalation of matters that could become litigious.