SAVE THE DATE
May 2014 Canadian Briefings
Drafts due by Feb. 14th
a special supplement to ACC Docket
sponsored by Norton Rose Fulbright LLP
1 Corporate Social Responsibility:
A New Era of Transnational Corporate
Liability for Human Rights Violations?
By Janne Duncan, Janet Howard and
Michael Torrance
7 Supreme Court of Canada Rules Indirect
Purchasers Can Sue for Price-fixing
By D. Michael Brown
11 Taking Charge of Legal Spending
— The ACC Value Challenge
By Catherine J. Moynihan
Corporate Social Responsibility: A
New Era of Transnational Corporate
Liability for Human Rights Violations?
By Janne Duncan ( janne.duncan@nortonrosefulbright.com), Janet Howard ( janet.howard@nortonrosefulbright.com)
and Michael Torrance ( michael.torrance@nortonrosefulbright.com), Norton Rose Fulbright
Can a Canadian parent company with
a subsidiary operating in a foreign
jurisdiction be liable for human rights
violations in the foreign jurisdiction
that occur at the level of the subsidiary? In a recent decision,1 an Ontario
court has allowed this issue to proceed
to trial in three related actions, rejecting arguments by the defendants that
the claims brought by the plaintiffs, all
of whom are residents of the foreign
jurisdiction, disclose no reasonable
cause of action. 2
While the recent Ontario court
decision involved a Canadian mining
company, the outcome has implica-
tions for other industries. Whatever
the outcome at trial where issues of
liability will ultimately be determined,
one thing is clear: International public
expectations are changing, and direc-
tors and officers of Canadian compa-
nies need to be aware of the potential
risk of claims by foreign plaintiffs
seeking redress for alleged harm com-
mitted beyond Canada’s borders.
This article provides an update of the
key issues that arise from the Ontario
court decision, and highlights key
takeaways for Canadian parent compa-
nies with foreign subsidiaries.
Key issues arising from current
proceedings
Lifting the corporate veil — liability
under agency principles
It is a long-standing principle of
Canadian corporate law that companies are distinct legal entities, and
parent companies are not liable for the
acts or omissions of their subsidiaries.
There are certain limited exceptions to
this rule, including instances where a
subsidiary is acting as an “authorized
agent” of its parent. 3 In such instances,
a court may “lift the corporate veil”
