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Slide 22 of 39
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Section 280 makes any officer, director or agent of a corporation a party to an offence if they directed,
authorised, assented to, acquiesced in or participated in the commission of the offence. Further they can be held liable whether or not the corporation has been prosecuted or convicted. The due diligence defence under section 283 would be available to such persons. Therefore, such persons can avoid conviction by showing they exercised all due diligence to prevent the commission of the offence. This could be a difficult defence to prove.
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Subsection 280(2) imposes a separate duty on directors and officers of corporations to take reasonable care to ensure that the corporation complies with the Act and regulations and any orders or directions. An interesting issue is whether this provision can form the basis of a liability action against officers and directors. The combination of section 40 of the Act and 280(2) may be to give persons who have suffered damage a direct cause of action against officers and directors who failed to take reasonable care to ensure their corporation complied with the Act and regulations.
