Directors and Officers (D&O)

Corporate directors and officers take on a significant amount of responsibility. With that responsibility comes the risk of lawsuits and legal claims that have the potential to damage reputations and end careers. Hicks Morley has significant expertise to guide you through this process.

While directors and officers are required to act legally and ethically—both on behalf of their corporation and individually—their corporate duties can sometimes lead to allegations of wrongdoing or claims of misconduct based on their actions (or, in some cases, their inaction). In the context of employment practices, allegations may be made regarding wrongful dismissals, a failure to enforce health and safety policies or address related concerns, human rights violations including sexual harassment and discrimination, and breaches of employment contracts, among others.

Defending these types of claims requires expertise and experience in terms of advocacy and the law of D&O liability.


Employers have an obligation to defend and protect their directors and officers—and Hicks Morley can help. Our litigators are experts in navigating the Ontario Business Corporations Act (OBCA) and the Canada Business Corporations Act (CBCA). We have often represented directors and officers (and their corporations) in defending claims brought in relation to the operation of public and private companies and arising out of mergers and acquisitions, shareholder disputes, hostile takeovers, executive compensation, and public disclosure. These have included the following:

  • claims under the oppression remedy provisions of the OBCA and CBCA
  • claims for breach of fiduciary duty
  • claims for breaches of the Bankruptcy and Insolvency Act
  • claims for breaches of the Ontario Securities Act
  • claims for breaches of the duty of good faith
  • various intentional tort claims
  • various defamation claims
  • claims brought pursuant to the Ontario Class Proceedings Act for claims related to breaches of the Ontario Securities Act, particularly secondary market claims, as well as claims for damages resulting from breach of fiduciary duty, fraud, negligent misrepresentation, and various other matters

In addition to defending claims, we provide counsel and guidance to boards of directors, independent directors, and individual directors and officers to mitigate risk and, where possible, to avoid claims and allegations in the first place.

The Hicks Morley Advantage

Hicks Morley is a leader in litigation and advocacy, combining unmatched subject matter expertise and real-world courtroom experience. We are committed to understanding your organization, providing advice that is tailored directly to your needs, and providing strong and effective litigation representation. Our litigators are well-known for their skilled and effective advocacy, built through frequent appearances before all levels of court and administrative tribunals. We will successfully guide you through disputes in this complex area of law and will produce results that are always geared toward achieving your business objectives.