Employee vs. Autonomous Worker: Consequences of Erroneous Qualification

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Employee vs. Autonomous Worker: Consequences of Erroneous Qualification

In Quebec, the distinction between an employee and an autonomous worker finds its importance in the application of fiscal laws and of the diverse laws protecting employees (Labour Standards Act, Industrial Accidents and Occupational Diseases Act (CSST), Employment Insurance Act, etc.). Erroneously qualifying a worker can have grave consequences not only for that worker, but also for the employer. Furthermore, we recently noticed that the fiscal authorities seem to take an increasing interest in this question, all in the name of ...

Employee Suspension: With or Without Remuneration?

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Employee Suspension: With or Without Remuneration?

You have recently hired a bus driver, daycare educator, or camp counselor for your business. All goes well, until this employee comes under criminal accusations of sexually molesting a minor, but not while on duty. Considering the degree of these accusations and taking into account your desire to protect the public and your business’ image, you decide to suspend this employee preventively, until a judgment is rendered on these criminal allegations. Should you suspend the employee with or without remuneration? The ...

The BCE Case: Consequences on the Duties of Boards of Directors

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The BCE Case: Consequences on the Duties of Boards of Directors

Bell Canada Entreprises (« BCE »), Canada’s telecommunications giant, was recently at the center of the most important corporate law dispute in Canadian judicial history.  Indeed, a group of BCE’s bondholders vigorously contested the plan for the acquisition of BCE implemented by the Ontario Teachers Pension Plan (“Teachers”, one of Canada’s major institutional investors). The structure of this acquisition plan, a leveraged buyout, necessitated massive loans against BCE’s assets.
This increase of BCE’s indebtedness reduced the resale value, on the securities markets, of ...

Shareholders’ Agreements: Essential or Superfluous?

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Shareholders’ Agreements: Essential or Superfluous?

Even though many disregard their necessity at the time of a company’s inception or when a new shareholder arrives, it is undeniable that a shareholders’ agreement is no longer a luxury, only becoming essential when a conflict or deadlock arises between the shareholders. There are two types of shareholders’ agreement: 1) an ordinary agreement to govern the shareholders’ relationship with each other; and 2) a unanimous agreement which, although it can also govern shareholder relations, has for primary objective the restriction ...

Directors’ clash of interests

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Directors’ clash of interests

The Canadian Business Corporations Act (Federal) and the Companies Act (Quebec) both foresee that a corporation’s director, contrary to shareholders, must act in the corporation’s best interest. In fact, a corporation’s director must avoid placing himself in a conflicting position with regard to the corporation’s interests. Such obligation to act in the corporation’s best interest is easily reconcilable for a director only attending to one Board of Directors. However, when a director attends to several Boards of Directors, he may be ...

Corporations: A Convenient Business Vehicle for Professionals

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Corporations: A Convenient Business Vehicle for Professionals

As with any economic activity, the practice of a profession entails important financial responsibilities. Yet, as opposed to other businesspeople, professionals were traditionally forbidden from limiting their liability by practicing carrying out their activities through a corporation.
Nowadays, this state of affairs has fortunately evolved: since 2001, the Professional Code allows professionals to practice their trade through a corporation, so long as a regulation of their particular professional order authorizes it. As such, as of May 2011, a total of seventeen ...

Corporate governance laws & the liability of corporate directors.

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Corporate governance laws & the liability of corporate directors.

Following the financial scandals of recent years, more and more lawsuits are instituted against corporate directors; hence: a scarcity of candidates for these positions. Corporate directorship can be a fascinating and prestigious occupation, but it nonetheless remains a potential risk and may lead to important consequences. The function of corporate director implies certain obligations, which are often poorly known or understood by the interested party. Indeed, several laws impose certain responsibilities upon directors toward (among other things) unpaid salaries of employees, ...

USA Patriot Act (Reference documents)

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USA Patriot Act (Reference documents)

Extraterritorial Effects of the USA Patriot Act – Privacy Rights of Non-American Citizens

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Extraterritorial Effects of the USA Patriot Act – Privacy Rights of Non-American Citizens

A recent CBC (Canadian Broadcasting Corporation) news report declared: “Canadians could be subjected to the application of the American USA Patriot Act”. Another CBC news report declared on May 16th 2006: “Canadians under American scrutiny”. The question that was raised in these news reports is the following: is the private information of Canadian citizens and businesses effectively protected by Canadian laws? This preoccupation is sufficiently serious that the Canadian government is studying the question.
Indeed, the right to protection of personal ...

Inheritance Law in the Canadian Province of Quebec

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Inheritance Law in the Canadian Province of Quebec

Canada is a federal state composed of ten (10) provinces, which has the exclusive jurisdiction to legislate in matters of private law within their respective territory. All Canada is governed by the Common Law of English origin, the sole exception being the Province of Québec, heir to French civil law and inspired by the Napoleonic Code.
Following the British conquest of New France, French-Canadians became subjects of the British crown. However, they remained attached to French law and obtained its continuing application under ...

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