Corporate Directors’ Disqualification: The New Canadian Regime

Authors

  • Jassmine Girgis

DOI:

https://doi.org/10.29173/alr222

Abstract

An insolvent time in a corporation’s life may compel directors to engage in reckless behaviour and wrongful conduct to hide the state of financial distress from creditors as the directors attempt to trade out of insolvency. Currently, Canadian legislation does little to protect from this type of situation. In this article, the author examines the different schemes in the United Kingdom, specifically directors’ personal liability and the director disqualification scheme, and argues that the disqualification scheme has been successful for protecting creditors. The author then considers the Canadian provisions currently in place that allow for the removal of directors and concludes that the adoption of a disqualification scheme, especially under the federal insolvency power, should be seriously considered.

Author Biography

Jassmine Girgis

Assistant Professor, Faculty of Law, University of Calgary. This paper was presented at the 38th Annual Workshop on Commercial and Consumer Law. I am very grateful to Thomas G. Telfer, Roderick J. Wood, and Jacob G. Ziegel for their comments on an earlier draft, to Christopher C. Nicholls for numerous discussions, and to my research assistant, Sébastien Raymond of the University of Calgary LL.M. class of 2008.

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Issue

Vol 46, No 3

Section

Articles

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