Directors' and officers' liability: recent developments of importance

A number of important developments have taken place in Canada over the past year regarding the potential for directors and officers to incur liability, specifically in the areas of (i) timely disclosure obligations (including the use of confidential material change reports); (ii) civil liability for secondary market disclosure violations; (iii) the reaffirmation of the business judgment rule in the mergers and acquisitions context and the rejection of the business judgement in the context of securities law disclosure; and (iv) directors' and officers' insurance.