Corporate Foreign Corrupt Practices and Director Liability

Abstract

This article examines the various forms of potential liability faced by directors in their capacity as such in connection with corrupt practices engaged in by the corporations they serve. Although generally little discussed to date, Canadian directors do face potential civil liability associated with contraventions of the Corruption of Foreign Public Officials Act that are particular to their status as directors of a corporation. This article thus highlights this particular area of corporate law by reviewing both Canadian jurisprudence and American case law to decipher what lessons Canadian directors can learn in the absence of Canadian precedent similarly on point. Several key cases are highlighted and various risk mitigation strategies available to Canadian directors to guard against these potential liabilities are also discussed.