TWO PROGRAMS: Advising Not-for-Profits and Charities: Governance, Compliance and CRA Process Changes AND Personal Liability of Corporate Directors and Good Faith in Contract Negotiations

Advising Not-for-Profits and Charities: Governance, Compliance and CRA Process Changes 

This presentation examines legal and practical issues in advising not-for-profits and charities, including incorporation, open and closed membership, and corporate governance under the ONCA and CNCA. It compares not-for-profit and registered charity status, including differences in oversight, funding and donation tax receipts. The presentation also addresses purpose creep, updates to charitable purposes, the CRA’s end of pre-approvals for those updates, and the possibility of later review. Lawyers assisting with charity applications will also find guidance on the CRA’s move to correspondence through My Business Account. 

Personal Liability of Corporate Directors and Good Faith in Contract Negotiations 

This presentation examines when corporate directors and officers may face personal liability for tortious conduct despite the corporation’s separate legal personality. It reviews recent decisions on piercing the corporate veil and civil fraud, the unresolved tension in director liability case law, and practical considerations involving insurance and indemnity agreements. The presentation also explores good faith and honest performance during contract negotiations. It distinguishes the absence of a general duty to negotiate in good faith from obligations that may arise under early-stage agreements, including confidentiality, standstill and exclusivity agreements and letters of intent.