Fraudulent Conveyance Act Protects Future Potential Creditors

Sabrina Saltmarsh, B.A. (Hons), J.D.Business Fraud, Commercial Litigation, Creditors Rights, Embezzlement, Fraud, Fraud Recovery, Fraudulent Schemes, International Trade Fraud, Investment Fraud, Securities Fraud0 Comments

In the recent Court of Appeal decision of Ontario Securities Commission v. Camerlengo Holdings Inc., 2023 ONCA 93, the Court of Appeal overturned a motion judges decision to strike the Ontario Securities Commission’s (“OSC”) claim made pursuant to s.2 of the Fraudulent Conveyance Act, R.S.O. 1990, c. F. 19 (“FCA”) due to lack of particularity. The Court of Appeal held that it is not necessary for a creditor to be known to the debtor at the time of a potentially fraudulent conveyance, it is enough that the debtor perceived a risk of claims from a general class of future creditors and conveyed the property with the intention to evade such creditors if they arose. The Facts Fred Camerlengo a retired electrician and the sole director of the Defendant corporation, Camerlengo Holdings Inc. (Holdco), conveyed his interest in the family home to his wife Mirella Camerlengo, a retired teacher, which was … Read More

Liability of Directors and Officers | Oppression Remedy | Shareholders Claims

David Alderson, LL.B, LL.M (Commercial and Corporate), Lawyer, Qualified Arbitrator and MediatorBusiness Disputes, Business Fraud, Business Litigation, Business Torts | Economic Torts, Closely-Held Business Disputes, Commercial, Commercial Litigation, Directors' and Officers' Liability, Embezzlement, Family Business Disputes, Mareva Injunction, Norwich Order, Oppression Remedies, Partnerships and Shareholder Disputes, Shareholder Disputes, Start-Up Disputes0 Comments

The lawyers in our Business Dispute Practice Group have acted in Ontario and other jurisdictions for small, mid-sized and large corporations (incorporated in Ontario and in Canada), shareholders, directors, officers, and executives in corporate disputes and shareholder disputes. We have acted for clients in both oppression remedy action and derivative actions. Oppression Remedy The oppression remedy is a mechanism in the Ontario Business Corporations Act and the Canada Business Corporations Act to protect the interests of shareholders and stakeholders in a corporation against wrongful conduct.  Whether the Ontario or Canada Act will apply depends on the jurisdiction in which the corporation was incorporated. The oppression remedy can be used to protect the interests of shareholders, directors, officers or creditors against the acts of other shareholders, the board of directors or other affiliates of the corporation. The oppression remedy can be used to protect the interests of shareholders, directors, officers or creditors against the … Read More