Authors: James P. O’Sullivan & Sarah Anderson

Fiduciary duties are fundamental, mandatory obligations that directors and officers owe exclusively to the corporation, and not directly to shareholders, creditors, or other stakeholders. This paper explores fiduciary duties, including codified duties set out in the Business Corporations Act, and considers whether fiduciary duties can be waived as a whole by contract or otherwise. As part of this consideration, it examines ways that directors and officers can shield themselves for liability in situations where the corporate opportunities doctrine is engaged.

These materials are part of a collection presented at LESA’s Legal Strategies in Mergers & Acquisitions program in Edmonton on April 29, 2025.