Director’s Responsibilities in Canada

For the last 25 years, the law firm Osler, Haskin, & Harcourt in a joint effort with the Institute of Corporate Director’s have published an excellent guide to Canadian corporate governance called Director’s Responsibilities in Canada. The document is quite lengthy, but provides detailed information about the roles of shareholders and corporate boards in Canada, and how corporations are governed the decisions made by board members. I recommend this document to any venture preparing to form a board. As always, consult a lawyer before taking action.

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I this corporate governance is a topic that most entrepreneurs neglect. In the early days of the venture, when the founders are focused on prototypes and engaging their target market, governance structures are the last thing on their minds. Of course, at this point in the startup, a board of directors consisting of the founders (who are typically the only shareholders) is sufficient. However, as the venture matures and begins seeking outside investment, a board is needed. In most cases, the investor will require a seat on the board as part of their investment in order to closely monitor their investment.

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#Role of a Board

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In addition to providing investors with an avenue for monitoring and participating in

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