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CCCA_V4No2_Danger-FIN.qxd:CCCA_V1No1_DriversSeat-FIN.qxd 4/29/10 4:27 PM Page 26 Feature Lawyer on Board A recently certified class action could discourage lawyers from sitting on boards. F by Michael Rappaport or years, corporate lawyers proudly served as directors on their clients’ boards; it was considered a mark of prestige, proof of their role as trusted advisers, and an excellent way of generating business. But corporate gov- ernance rules have since tightened, placing greater emphasis on the inde- pendence of directors, widening the scope of their personal liability and conflicts of interest. Hence the growing reluctance among lawyers to sit on corporate boards.A recent class action certified by an Ontario court — addressing how the liability of a lawyer acting as a director might extend to his firm — is giving further reason to be wary. Last January, in Allen v. Aspen Group Resources Corporation, Mr. Justice George Strathy of the Ontario Superior Court of Justice certified a class action on behalf of shareholders of Calgary-based Endeavour Resources PAUL EEKHOFF Inc., which has been taken over by Aspen Group Resource, a Yukon- based oil & gas firm. 26 CCCA Canadian Corporate Counsel Association SUMMER 2010