Are you already a board member or executive of a Slovak company or about to become one? If so, you should know about the proposed amendment to the Slovak Commercial Code. The amendment aims to address the so-called “white horses” and “tunneling (asset stripping)” of the companies.

On 19 February 2019, the African Global Group of companies (better known by its trading name, Bosasa) reported that it intends applying for its voluntary liquidation.

It reported that this decision was taken by the board of directors of Bosasa after being notified by its bankers that the groups’ bank accounts would be closed, with effect from the 1st of March 2019.

The Western Cape High Court^[1] has recently passed judgment in a decision which reiterates the bounds of the duties of directors of holding companies to subsidiary companies.  Even though the case involved a damages claim against the liquidators of the holding company (in liquidation), the principle applies equally to directors.

In my recent blog posting, I discussed the factors that courts will consider before setting aside an elected condominium board of directors to impose a court-appointed administrator.

Below are some examples where the courts have intervened and appointed an administrator. They include situations where:

In the recent case of Peterborough (City) v. Kawartha Native Housing Society, the Ontario Court of Appeal was asked to determine:

Are the directors of a corporation which has been placed into receivership entitled to retain counsel on behalf of the corporation without prior approval of the Receiver or the court?

According to a recent decision of the Ontario Court of Appeal, the answer is “Yes”.

A nominee director of a corporation appointed by one of its creditors may encounter risk of liability where that creditor is engaged with the corporation in efforts to restructure its debt. Steps can be taken to minimize the risk of such liability.

Nominee Directors in Canada

The waiver of Solicitor/Client privilege by a bankrupt company is a difficult matter and one distinct from the waiver of such privilege by an individual bankrupt. As there is nothing in the BIA that either gives or denies a trustee the right to waive solicitor/client privilege on behalf of a company,Hahaha yes with a lot of candles! the courts have had to turn to the common law for guidance on the issue.

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 December 2009 decision of the Ontario Court of Appeal in Peterborough (City) v. Kawartha Native Housing Society Inc. is significant in clarifying the right of the boards of directors of non-profit corporations in receivership to retain legal counsel and pay legal fees out of the corporation’s funds. The case arose out of the contested receivership of two non-profit First Nations social housing corporations.