Audit, Compliance and Risk Blog

Appeal Court Rejects Intention to Resign Reasoning in Directors’ Tax Liability

Posted by Ron Davis on Tue, Feb 07, 2017

The Federal Court of Appeal granted the Crown’s appeal from a Tax Court decision excusing two directors from liability for unremitted income tax deductions because there was evidence of their subjective intention to resign as directors (Gariepy v. Canada, 2016 FCA 236). Donna Elizabeth Gariepy and Sally Anne Chriss were directors of 1056922 Ontario Ltd. (“105”), a company whose affairs and business was managed by their respective spouses. The spouses had previously operated another company that had become insolvent and owed significant amounts to the Canada Revenue Agency. The spouses were aware that they could be liable as directors of the previous company for a two year period and prevailed on Gariepy and Chriss to become 105’s directors for those two years, despite their lack of involvement in the previous company and their reluctance to act as directors.

Read More

Tags: Business & Legal, Canadian, directors, directors & officers

Can You Serve Notice Via Social Media?

Posted by Eric Robinson on Wed, Jan 25, 2017

The Internet continues to develop and evolve at lightning-fast speed, with new sites and platforms bursting into prominence as others lose their popularity and fade away. Meanwhile, the law, which is not known for its rapid acceptance of new ideas and technology, struggles to keep up, and so do those who must keep up with both the technological and legal developments.

Read More

Tags: Business & Legal, Employer Best Practices, Employee Rights, Internet

Social Media and the Law

Posted by Michael Lambert on Fri, Jan 20, 2017

Buzz, buzz. Ring, ring. Your eyes are instantly open as the sharp sounds of your smartphone alarm ring in your ears. After reaching over to quell the noise, you jump out of bed, eager to begin your first day as director of marketing for Tech, Inc. Your workday begins with HR orientation. Without much explanation, your hiring manager drops reams of paperwork on your lap. One of the documents is titled “Tech, Inc. Social Media Policy,” while another is a form seeking your personal social media account usernames and passwords. After orientation, you are escorted to your new office, which, to your chagrin, is a small cubicle instead of a plush corner suite. You are assigned your first task: to launch an advertising campaign comparing Tech to rival company, Widget, Inc., along with a promotion in which customers pick three numbers for $2 for a chance to win Tech’s latest gadget. You proudly squeeze promotional information, a slight jab at Widget, and a photo of the prize in a 140-character tweet. After a long first day of work, you arrive at home and post to Facebook: “First day of work. :-) HR sucks. Cubicle is tiny. :-) Thinking about complaining. #newjob #TechInc #funemploymentover #realworld.”

Read More

Tags: Business & Legal, Employer Best Practices, Internet

U.S. Environmental Regulatory Trends at the Close of the Obama Administration

Posted by Larry Cahill on Thu, Jan 19, 2017


“The care of human life and happiness, and not their destruction, is the first and only object of good government.”

Read More

Tags: Business & Legal, Health & Safety, Environmental risks, Environmental, EPA

Director Who Decided Not To Be Involved In Business, Still Liable For Employees’ Unpaid Wages

Posted by Ron Davis on Tue, Jul 19, 2016

Mensa Williams was listed as a director in the incorporation documents for Ambrosia Elite Corp., a company run by his brother, Admin. Ambrosia was incorporated in 2007, but did not actively conduct its retail clothing business until 2008. Ambrosia became insolvent in 2014, leaving its employees with unpaid wage claims. The unpaid wage claims were pursued under Ontario’s Employment Standards Act, 2000 (ESA), and when those claims were unsatisfied, an order to pay was issued to Ambrosia’s directors including Mensa Williams.

Read More

Tags: Business & Legal, Employer Best Practices, Employee Rights, directors, directors & officers

Employee Suspension: A Legitimate Disciplinary Measure?

Posted by STP Editorial Team on Thu, May 05, 2016

Supreme_Court_Canada_cropped.jpgIf you are an employer and are considering using suspension as a disciplinary measure, be aware that the Supreme Court of Canada has indicated that employers do not have unfettered authority to withhold work from their employees and that legitimate business reasons must be shown in the context of any administrative suspension. Absent such reasons, an administrative suspension—even with pay—may be found to be a constructive dismissal.

Read More

Tags: Business & Legal, Employer Best Practices, Employee Rights, Canadian

SEC Adopts Crowdfunding Rules

Posted by Jon Elliott on Mon, Feb 22, 2016

The 2012 Jumpstart Our Business Startups (JOBS) Act enacted a number of changes to national securities laws intended to make it easier for small companies to raise capital privately, before having to confront the possibilities of initial public offerings or acquisition. One important piece directed the Securities and Exchange Commission (SEC) to enact rules to allow “crowdfunding” of qualifying small capital issues without requiring registration of the securities or issuer with SEC itself. The JOBS Act directed SEC to issue its rules by January 2013, but SEC only completed the task in November 2015, with rules that will become effective in May 2016. (I blogged about the proposal here) SEC’s new Regulation Crowdfunding (codified as 17 Code of Federal Regulations (CFR) part 227) defines requirements for issuers, and a new category of registered entities called “intermediaries”, who must register with SEC as brokers (using pre-existing rules) or as a new category of party called “funding portals.”

Read More

Tags: Business & Legal, SEC, EHS

SEC Ponders Responsibilities For Board of Directors’ Audit Committees

Posted by Jon Elliott on Tue, Sep 15, 2015

Boards of directors are responsible for governing their corporations. Many boards divide their work among committees. Committees often include an “audit committee,” with responsibilities that may include:

Read More

Tags: Business & Legal, SEC, Accounting & Tax, Audit Standards

Director Found Liable for Transferring Assets

Posted by Ron Davis on Tue, Sep 01, 2015

Read More

Tags: Corporate Governance, Business & Legal, Canadian

EEOC’s Latest Word On “Sex” Discrimination

Posted by Jon Elliott on Tue, Aug 25, 2015

Federal laws prohibit employers from basing employment decisions on a variety of factors, including “sex.” This term is not defined, leaving its interpretation to change and expand with social changes and court decisions. The central entity creating and applying these interpretations is the Equal Employment Opportunity Commission (EEOC), which administers and enforces Title VII of the Civil Rights Act of 1964 and a variety of subsequent laws. On July 15, EEOC reaffirmed its present interpretation, in an enforcement decision in which the plaintiff claimed he was denied access to a promotion because he’s gay (Baldwin v. Foxx). The EEOC’s order includes a clear summary of the agency’s approach to sex discrimination cases:

Read More

Tags: Corporate Governance, Business & Legal, Employer Best Practices, Employee Rights, Workplace violence, EEOC, NLRB