Written by Chiara Lasquety
JD Candidate 2023 | UCalgary Law
The overarching principle in company law is that the corporation is a separate legal entity and is therefore distinct from its members. However, this principle does not exist in a legal vacuum. Practically speaking, the company is a legal fiction, and the directors and officers are the agents – i.e., the ones who exercise the will of the company and control the company’s affairs. This has led to numerous legislative provisions in Canadian law that allow directors to be held personally liable for a number of matters. This blog post provides a non-exhaustive list of some of the potential sources of liabilities that directors may face.
Potential Sources of Director Liability
While lawsuits against directors are relatively rare, this blog post is illustrative of the various sources of director liability should such liability arise in exceptional circumstances. For further information regarding any of the foregoing, or how to protect directors generally, please contact the BLG Business Venture Clinic.
 Stephanie Ben-Ishai & Thomas G.W. Telfer, Bankruptcy and Insolvency Law in Canada: Cases, Materials, and Problems, (Toronto: Irvin Law, 2019) at 343.
 Environmental Protection and Enhancement Act, RSA 2000, c E-12, s 227.
Blog posts are by students at the Business Venture Clinic. Student bios appear under each post.