If you are an employer and you have made an overpayment to your employee, whether or not that overpayment was “wages” or benefits, can you unilaterally deduct that overpayment from the employee’s wages? Section 21 of the Employment Standards Act (“ESA”) provides that “an employer must not, directly or indirectly, withhold, deduct or require paymentContinue reading “Deducting overpayment from employee paycheques: What employers need to know”
Common or Associated Employer Determination: What does this mean for you?
Common or Associated Employer Determination: Businesses engaged in a single undertaking may, in the interest of minimizing their legal risk or tax planning, conduct their business using separate legal entities. For example, a business may hold its assets in one corporate entity but hire and pay employees using a separate corporate entity that does notContinue reading “Common or Associated Employer Determination: What does this mean for you?”
Personal liability for directors and officers under section 96 of the Employment Standards Act
The Employment Standards Act (“the Act”) delineates the minimum standards that apply in most workplaces in British Columbia. It governs the employment of all employees -casual, probationary or temporary- within provincial jurisdiction, whether employed in a full time or part time capacity. The Act will not apply where the employee is a person excluded fromContinue reading “Personal liability for directors and officers under section 96 of the Employment Standards Act”
Interpreting ambiguity in commercial contracts
The importance of careful and accurate drafting of business contracts cannot be stressed enough. However, as careful as a party may be in drafting the contract and as clear as the contractual terms may appear to the parties at the time they are signing the contract, at some point during the operation of the contract,Continue reading “Interpreting ambiguity in commercial contracts”
Shareholders’ Agreements: parties to “Shotgun” Clauses Could be in for a Shock
Shareholders’ Agreements: Zeubear Investments Ltd. v. Magi Seal Corporation 2010 ONCA 825 (December 7, 2010), a decision of the Ontario Court of Appeal, is a reminder to pay close attention to the potentially different interpretations in “shotgun clauses”. Shotgun clauses are generally inserted in shareholders’ agreements as an exit provision. One party offers to purchaseContinue reading “Shareholders’ Agreements: parties to “Shotgun” Clauses Could be in for a Shock”
MFDA’s Proxy Solicitation Process Struck Down
On January 10, 2011, the British Columbia Securities Commission (the “Commission”) overturned the proxy solicitation process employed by the Mutual Fund Dealers Association of Canada (MFDA) in connection with a special meeting of its members. It is a rare case in which the governance standards of a self-regulated organization were subjected to review by aContinue reading “MFDA’s Proxy Solicitation Process Struck Down”
New Guidelines for Reporting Equity Monetization Derivative Transactions in Canada
New guidelines assist insiders in reporting derivative-based transactions in which they are able to monetize their equity without simultaneously transferring ownership. They also serve to enhance uniformity of insider reporting requirements throughout Canada
Concluding the Case for Allowing Corporations to Limit Directors’ Personal Liability
This is the fourth and final post in a series of posts on this subject. The full version of the article was published by the Institute of Corporate Directors in its Journal and as a web resource. Bad Faith and Self-Dealing I would not allow corporations to exonerate directors in the event of bad faith,Continue reading “Concluding the Case for Allowing Corporations to Limit Directors’ Personal Liability”
Reasons for Proposed Corporate Law Change to Allow for ‘Charter Option’
This is the third in a series of posts on this subject. The full version of the article was published by the Institute of Corporate Directors in its Journal and as a web resource. Encouraging Risk-Taking The main purpose of the proposed “Charter Option” – empowering corporations to limit director liability – is to makeContinue reading “Reasons for Proposed Corporate Law Change to Allow for ‘Charter Option’”
Rationale for the Current Canadian Regime of Director Liability
This is the second in a series of posts on this subject. The full version of the article was published by the Institute of Corporate Directors in its Journal and and as a web resource. The mood prevailing upon enactment of Canada’s contemporary corporate law was to make directors more, rather than less, accountable inContinue reading “Rationale for the Current Canadian Regime of Director Liability”