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ENVIRONMENTAL LAW QUIZ ANSWERS (C) Yes, at least probably. Even though the director is a director of the foreign parent, if she exercises management or control over the operations of the Canadian company, personal liability is possible. 1 requiring major cleanups. The same case mentioned under question 1 is also testing the ministry's authority to name the foreign parent. A previous case in which the ministry also named directors and foreign parents was settled prior to any decision on the liability of the directors and parent companies. The key is that the legislation allows the ministry to issue the order to anyone with care, management, or control. While the result in any case may revolve around how much control was exercised by the parent, the legislation is broadly worded, so, until the courts rule on the breadth of the legislation, be cautious. 2 NO. As a director of a company you have personal liability for both prosecution and orders. Directors, whether nominal or otherwise, have an obligation to take all reasonable care to prevent a breach of environmen- tal laws. Directors who do not take reasonable care can be prosecuted. Any- one who has care, management, or control can be liable for an order issued by a director of the Ministry of the Environment. Directors of a company have the management and control of that company. There is currently a case before the Environmental Review Tribunal in which directors of a Canadian subsidiary of a foreign parent are challenging such an order made against them in a situation where the Canadian company is insolvent. (C) Yes, at least probably. The Ministry of the Environment has named foreign parent companies as well as the Canadian company to orders 3 4 5 (G) In addition to taking measures to ensure compliance with environ- mental laws, (d) and (e) are the correct answers. You obviously need to be satisfied that the foreign parent has sufficient assets to protect you if you need to look to the indemnity. Insurance may be difficult to get or may be very expen- sive. Make sure you explore it with the company and see what is available for the particular business. You also need to assess how much insurance is available. A $1-million policy may not be sufficient, depending on the potential liabilities. Cleanups ordered by the ministry can cost in the tens of millions of dollars. Sometimes, it is best to decline the invitation to be a director. FALSE. As a director you have a legal obligation to ensure the com- pany does not breach environmental laws. The only way you will know if that is happening is if there are regular reports to the board. Environmental compliance should be on the agenda of board meetings regularly. YOUR RANKING? One or fewer correct: Might be time to brush up. Two or three correct: Not bad, but could do better. Four or five correct: Impressive. Gaming Control Law in Ontario Your odds-on favourite for staying on top of gaming law in Ontario Jacqueline Ruth Castel Gaming Control Law in Ontario is your winning ticket to a thorough understanding of the laws, regulations and policy directives governing the gaming industry. It's the only publication that brings together the plethora of regulatory requirements and explains the rationale behind them. Inside you'll find: reviews and interpretation of the legislation and regulations relevant to gaming in Ontario the legal framework governing gaming premises, including the Gaming Control Act, 1992 (and regulations) Alcohol and Gaming Regulation and Public Protection Act, 1996 Ontario Lottery and Gaming Corporation Act, 1999 (and regulations) Racing Commission Act, 2000 Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (and regulations) Liquor Licence Act (and regulations) the complete AGCO Directive No. 2007-01 This resource helps you to understand: how to develop and manage an effective compliance program large and suspicious transaction reporting/recording Legal practitioners, gaming regulators, operators of gaming facilities or suppliers to the gaming industry can all benefit from this one-of-a-kind reference guide to gaming in Ontario. www.canadalawbook.ca 30 A UGUST 2008 C ANADIAN Lawyer INHOUSE CASTEL_Gaming Control Law in Ontario (CL 1-2h).indd 1 6/18/08 3:21:31 PM