On July 10, 2014, the Ontario Court of Appeal released an important decision regarding corporate governance and shareholders rights. In the case between Unique Broadband Systems Inc. and its former CEO and director, Gerald McGoey, the Court of Appeal clarified the fiduciary obligations on the part of officers and directors of both private and public companies as well as the limitation on the business judgment rule that limits a Court from “second guessing” decisions of management.
Ever since the days that employment law was referred to as “master and servant” law, employees have owed various common-law duties and, for some employees, fiduciary obligations to their employer. These obligations take many forms, but key is that an employee cannot misappropriate an employer’s confidential or proprietary information. In the days before social media, this was fairly easy to describe. Generally speaking, an employee could not print or email to himself a copy of the employer’s customer list, and then use that list to compete against the employer. But what if that customer list is not a document, but is kept on a LinkedIn page?
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