fmc-law.com RSS Feeds - Publications - Corporate Governancehttp://www.fmc-law.com/upload_net/rss/en/Corporate_Governance.xmlThu, 31 May 2012 10:01:11 GMTen-us5In this edited collection of blog posts, FMC Partner Timothy M. Banks discusses his take on writing board minutes from a litigation risk management perspective. Board meeting minutes are required by nearly all business corporation statutes in Canada. More importantly, maintaining board minutes is prudent. Failing to accurately record the board’s deliberations with appropriate detail may lead to adverse inferences regarding whether directors have fulfilled their duties. Nevertheless, there is a natural tension between providing sufficient detail to avoid any adverse inference being drawn against the directors and a lingering apprehension that an innocuous record might, with hindsight, be twisted out of context in litigation. And, of course, drafting well-written and well-structured board minutes is time consuming! In his blog posts on this topic, Timothy outlined five litigation-driven suggestions that the corporate secretary might consider when preparing minutes. In summary, those suggestions are: 1. Use the “Front Page of the Newspaper” Test2. Keep the Purposes Front and Centre3. Draft to Minimize Unnecessary Production4. Draft to Protect Privilege and Confidentiality5. Be Alert to Process Issues Read more by clicking the download button.http://www.fmc-law.com/Publications/0112_Banks_Tim_Board_Minutes.aspxWed, 22 Feb 2012 07:00:00 GMThttp://www.fmc-law.com/Publications/0112_Banks_Tim_Board_Minutes.aspxThe April 21, 2011 Federal Court of Appeal decision in Buckingham v. The Queen should be of great interest to directors of corporations for at least a couple of reasons. First, it confirmed that the objective standard of care, diligence and skill developed by the Supreme Court of Canada in Peoples Department Store Ltd. (1992) Inc. v. Wise, in relation to paragraph 122(1)(b) of the Canada Business Corporations Act, R.S.C. 1985, C. c-44 (the "CBCA"), can extend to subsection 227.1(3) of the Income Tax Act (the "ITA") and subsection 323(3) of the Excise Tax Act (the "ETA"). Second, it restricted the ability of the appellant (director) to argue that a defence of due diligence could be sustained where his efforts were focused on curing past failures to remit source deductions and GST, without also ensuring that future failures to remit were permitted. Republished with permission from CCH Canadian Ltd. Read more by clicking the dowload button.http://www.fmc-law.com/Publications/0811_Tax_Topics_Misutka_Iorio.aspxMon, 08 Aug 2011 06:00:00 GMThttp://www.fmc-law.com/Publications/0811_Tax_Topics_Misutka_Iorio.aspx