How Courts Decide Whether a Director Has Breached Their Duties

Canadian courts do not decide every director-duty case by asking whether the board’s decision succeeded. They identify the governing statute and claim, distinguish the fiduciary duty from the duty of care, and assess the director’s conduct in its actual circumstances. A reasonable decision-making process matters, but no checklist creates automatic immunity. A claimant may allege a breach of the statutory duty of care, a breach of fiduciary duty, oppression, misuse of a corporate opportunity or a specific statutory default. Those claims have different elements and remedies.