At law, a corporation is a separate legal entity with its own
assets and liabilities. In broad terms, the duty of a director is
to be responsible for the management and governance of that
corporation. The interplay between the liabilities of the
corporation and how those may translate into potential liability
for its directors and officers is a common topic for discussion
with business lawyers and a common source of concern for
clients.
Directors must carry out their duties to a standard prescribed
by law. The law in question depends primarily on the jurisdiction
which governs the corporation. A director of a business corporation
in Ontario will be required to carry out their duties to the
standard prescribed by Ontario's Business Corporations
Act and the common law. At the time of writing, the statutory
standard is contained at section 134 of the Act and includes duties
to act honestly, in good faith and with a view to the best
interests of the corporation; to
