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ARTICLE · 20 SEPTEMBER 2011

Directors’ Duties In Various Corporate Forms

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The jobs may sound similar, but the underlying risks are very different.

CanadaCorporate/Commercial Law
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This article originally appeared in the Director Journal, a publication of the Institute of Corporate Directors (ICD).

The jobs may sound similar, but the underlying risks are very different.

What are directors' duties across various corporate forms, and how should directors protect themselves from the distinctive risks they may encounter? This article will tackle these subjects at a high level; for the 750-page version, see my Directors' Duties in Canada, 4th Edition, published by CCH in 2009.

Directors' Legal Duties

All corporations, from public companies through private companies, Crown entities (corporations and agencies), and charities, tend to impose two basic legal duties. The Canada Business Corporations Act (CBCA ) is typical:

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