Employed by a Subsidiary but Run by the Parent Company: Who Do You Sue for Severance in Ontario?

Who is legally my employer if the subsidiary hired me but the parent ran my job?

Possibly both companies. Ontario law accepts that one employee can have more than one employer at the same time. If your employer belongs to an interrelated corporate group, another company in that group shares liability for your employment when the evidence, assessed objectively, shows an intention to create an employment relationship between you and that company.

The Court of Appeal applied that test in Rahman v. Cannon Design Architecture Inc., 2022 ONCA 451. It said the evidence that matters most is conduct showing that “effective control over the employee resided with” the related companies. The name on your offer letter is a starting point, not the answer. The court looks at how the relationship actually worked, from recruitment through to the termination letter.

Two points cut the other way, and an honest assessment starts with them. Belonging to a corporate group is not enough on its own; the parent must actually have behaved like your employer. The reverse is also true: the fact that the subsidiary made the offer and ran payroll does not end the question. In the Rahman case the motion judge held that the Canadian subsidiary alone was the employer for exactly those two reasons. The Court of Appeal called both findings palpable and overriding errors, because the parent had signed the key agreement and played a significant role in setting and administering the executive's pay.

For a senior executive this is a practical question, not an academic one. When a large share of your pay comes from the parent's bonus pool, the parent's equity plan or a retirement promise the parent funds, the company that controls those programmes is the company you need in the lawsuit.

What did the Court of Appeal find in the Rahman case, and why does it matter to an executive?

It found that a Canadian subsidiary, a related Toronto company and their Delaware parent were all common employers of a senior executive, jointly and severally liable for her damages. The finding rested on uncontested evidence of control, integration and shared pay practices. Most of that evidence will look familiar to anyone who has led the Canadian arm of a multinational group.

Farah Rahman was a Senior Architect, Principal and Office Practice Leader. When she was dismissed she was the group's most senior Canadian employee, leading business planning and strategy for the Canadian operation. After a little over four years she was terminated without cause and given four weeks of base salary. She sued the Canadian subsidiary, a related company registered in Toronto, and The Cannon Corporation, a Delaware company with its principal offices in Buffalo.

Two further details deserve attention. Much of that evidence came from the companies' own side: their witness, a compensation and benefits associate employed by the parent, described administering the executive's pay and benefits. And the same appeal declared the termination clauses void, so the common employer finding had real money attached. Every entity faced reasonable notice damages, sent back to the Superior Court to be quantified, instead of a four-week payment.

What evidence in my own records proves the parent was my employer too?

Evidence that the parent controlled you, built you into its business and treated your pay as its own decision. The strongest proof is usually in documents created before anyone expected a dispute: who signed your agreements, who set your targets and approved your bonus, whose equity plan you are in, and whose name is on the termination letter.

• Control: who you actually reported to; who set your objectives, ran your performance reviews and approved your budget, hires and expenses; and whether a parent executive made or approved the decision to dismiss you. A solid reporting line to a global function head, with only a dotted line to anyone in Canada, is classic control evidence.
• Compensation: who approved your salary increases and salary bands; whether your bonus depends on global or segment results rather than the Canadian entity's own results; whether you share a bonus pool with parent employees; whether the parent's board or compensation committee grants your equity; and whether group-wide pay freezes or cuts were applied to you.
• Integration: a single global brand, a one-company operating model, a global organisation chart, shared HR, payroll and benefits systems, a parent email domain, and global policies you had to sign off on.
• Paper: the letterhead and signatory on your offer letter, promotion letters and termination letter; officer, director or signing roles in more than one entity; contracts you signed for other group companies; and titles describing a regional or global role.
• How the group presented you: investor materials, internal announcements and website biographies that place you on the parent's leadership team.

Collect what cuts against you as well. An offer letter naming only the Canadian company, a T4 from the subsidiary, a Canadian board that genuinely approved your pay, and real local autonomy are the facts the parent will lead with. None of them decides the question alone, but a lawyer needs to weigh them before advising you to name the parent.

One useful test: if the head of your function at the parent had told you to change strategy, cancel a project or drop a client, would you have treated that as an instruction? If the answer is yes, and there are emails showing it, you are describing effective control.

What does ESA section 4 add, and how is it different from the common employer test?

Section 4 of the Employment Standards Act, 2000 is a statutory route to your minimum entitlements. Where related businesses are carried on through an employer and other persons, it treats them all as one employer for the purposes of the Act. It also makes them jointly and severally liable for statutory wages, which include termination pay and severance pay. On its own, it does not reach your common law damages.

• Subsection 4(1) is the trigger. It applies if “associated or related activities or businesses are or were carried on by or through an employer and one or more other persons.” A parent and subsidiary running one integrated business will usually meet it, and so can sister companies. The words “are or were” reach arrangements that have since ended.
• Subsection 4(2) is the consequence: the employer and those other persons are all treated as one employer for the purposes of the Act.
• Subsection 4(3) says this applies even if the businesses were not carried on at the same time. That matters when the Canadian entity's business has been moved into another group company, or the entity has been wound down.
• Subsection 4(4) is the first exception. Section 4 does not combine a corporation with an individual who is a shareholder of that corporation, unless the individual is a partner holding the shares for the partnership. It protects a controlling individual, not a corporate parent, because a parent company is not an individual.
• Subsection 4(4.1) is the second exception, covering the Crown, Crown agencies and bodies whose members are all appointed by the Crown. A private multinational group is none of these.
• Subsection 4(5) is what you actually get: persons treated as one employer are jointly and severally liable for any contravention of the Act and its regulations, and for any wages owing to an employee of any of them.

The definition of “employer” in section 1 points the same way. Clause (a) covers an owner, proprietor or manager of a business who has control or direction of, or is directly or indirectly responsible for, the employment of a person in it. Clause (b) expressly includes any persons treated as one employer under section 4, and the definition also covers a person who was an employer. Like the common law, the Act ties the idea of an employer to control rather than to the name on the payroll.

The limit is in the phrase “for the purposes of this Act.” Section 4 gets you the statutory minimums from every related company. The much larger claim, reasonable notice damages for salary, bonus, equity, pension and benefits over the whole notice period, is a common law claim. To hold the parent liable for that, you need a common employer finding. In practice a well-drafted claim pleads both.

Why does naming the parent matter for actually collecting a judgment or settlement?

Because a judgment is only worth what the defendant can pay. Joint and several liability means you can recover the whole amount from any common employer, so if the Canadian subsidiary cannot or will not pay, the parent must. When the parent is outside Canada, having it named, and ideally found liable, is often the difference between a win on paper and actually being paid.

• The Canadian entity may be a cost centre. Many subsidiaries that house sales, engineering or regional leadership earn revenue only through charges to other group companies and hold few assets of their own.
• The Canadian entity can disappear. A group that exits Canada can wind up or restructure the subsidiary long before a wrongful dismissal claim reaches judgment. If the business carries on through another group company, subsection 4(3) lets the statutory claim follow it; the common law claim still needs a solvent defendant.
• The money often sits with the parent. Equity, bonus pools and many supplemental retirement or deferred compensation promises are decided, funded and administered by the parent. An unfunded promise signed by a subsidiary is only as good as the subsidiary's balance sheet.
• Foreign assets need an extra step. An Ontario judgment against a parent with no assets here generally has to be recognised by a court where its assets are before it can be enforced there. That adds time and cost, which gives a parent that is already a party a practical reason to resolve the claim.

Watch for one practical signal. Look at the release attached to any severance offer. If it asks you to release the parent, its affiliates and their officers, the group has decided the parent is worth protecting. That does not prove common employment, but it is a fair question to put to the other side. It is also a reason never to sign that release for an amount calculated as if only the subsidiary were exposed.

Timing matters too. The basic limitation period for a wrongful dismissal claim in Ontario is two years, and adding a company as a defendant after that can be resisted. The safer course is to name every plausible employer from the start. See how the limitation period works.

Does the size of the parent's payroll affect my ESA severance pay?

It can. ESA severance pay under section 64 requires five years of employment plus one of two triggers, and the trigger most people rely on is a payroll of $2.5 million or more. A small Canadian office may fall below that line on its own. If section 4 treats the office and its parent as one employer, the payroll test applies to the combined employer.

• Subsection 64(1), opening words: the employer must pay severance pay if the employee was employed by the employer for five years or more and either clause (a) or clause (b) applies.
• Clause 64(1)(a): the severance happened because of a permanent discontinuance of all or part of the business at an establishment, and you are one of 50 or more employees severed within six months as a result. This fits a Canadian site closure; it rarely fits a single executive's dismissal.
• Clause 64(1)(b): the employer has a payroll of $2.5 million or more. This is the limb most executives rely on.
• Subsection 64(2) gives two ways to meet the payroll figure: (a) the wages earned by all of the employer's employees in the four weeks ending with the last completed pay period before your severance, multiplied by 13, reach $2.5 million; or (b) total wages in the employer's last or second-last fiscal year before the severance reach $2.5 million. Meeting either one is enough.
• Subsection 64(3): prescribed employees are not entitled. The prescribed categories are set out in a regulation not reproduced here, so have a lawyer confirm none of them applies to you.
• Subsection 64(4) deems a single location to be an establishment where (a) all or part of the business there is permanently discontinued, (b) the location is part of an establishment made up of two or more locations, and (c) 50 or more employees are severed within six months as a result. Like clause (1)(a), it matters in closures, not individual dismissals.

Section 4 changes the arithmetic on the payroll limb. Subsection 64(2) counts the wages of all of the employer's employees, and section 4 makes a related group one employer for the purposes of the Act. It can also help with the five-year threshold, because subsection 65(2) counts all time in the employer's employ. Whether wages paid, or years worked, outside Ontario count depends partly on the Act's rules about where it applies, which are not reproduced here, and a parent will argue they do not. The argument is worth making whenever a small Canadian subsidiary belongs to a large group.

How are my ESA minimums calculated, and what can the employer deduct?

A without cause dismissal triggers two separate statutory amounts. The first is written notice, or pay in place of it, of up to eight weeks under sections 54 and 57. The second, where section 64 applies, is severance pay of about one week of regular wages per year of service, capped at 26 weeks, under section 65. Both are minimums that cannot be waived, and neither is reduced by what you earn in a new job.

Section 54 prohibits ending the employment of anyone “continuously employed for three months or more” unless the employer either (a) gave written notice under the statutory scale and that notice has expired, or (b) made the payment in place of notice that the section cross-references. Section 57 sets the scale for individual dismissals, limb by limb:

• (a) less than one year of employment: at least one week
• (b) one year to under three years: two weeks
• (c) three years to under four years: three weeks
• (d) four years to under five years: four weeks
• (e) five years to under six years: five weeks
• (f) six years to under seven years: six weeks
• (g) seven years to under eight years: seven weeks
• (h) eight years or more: eight weeks, the maximum for an individual dismissal (mass terminations have a separate scale)

Severance pay under section 65 is where group service and pension status come into play. Here is every subsection:

• 65(1): your regular wages for a regular work week, multiplied by (a) your completed years of employment plus (b) any additional completed months divided by 12.
• 65(2): all time in the employer's employ counts, whether or not continuous and whether or not active. Read with section 4, time with a related group company counts toward both the five-year threshold and the amount.
• 65(2.1): if you are receiving an actuarially unreduced pension benefit, service that earned credits in that pension is left out of both eligibility and the calculation. An executive retiring into an unreduced defined benefit pension should check this first.
• 65(3): if an employee resigns after receiving the employer's notice of termination, the time between the resignation taking effect and the date the employer's notice would have taken effect does not count. It does not apply if you did not resign.
• 65(4): if the employer did not give the required notice, severance pay is calculated as if you had worked through that notice period, which can add a completed month or even a completed year.
• 65(5): the cap is 26 weeks of regular wages.
• 65(6): if you have no regular work week, or are not paid on a time basis, your weekly regular wages are the average over the weeks you worked in the 12 weeks before the severance (or before a lay-off began). Whether a salaried executive with irregular hours falls under this limb is a real question; if you do, recent pay history drives the figure.
• 65(7): severance pay is in addition to anything else owed under the Act or your contract, subject to subsection (8).
• 65(8): only three deductions are allowed: 1. supplementary unemployment benefits received after the severance and before severance pay is paid; 2. amounts paid for loss of employment under your contract that are based on length of employment, service or seniority; 3. severance pay already paid under the Act, a predecessor Act or such a contract clause.

All of this assumes the Canadian company is provincially regulated. If it is a bank, a telecom company, an airline or an interprovincial carrier, the ESA does not apply at all and the Canada Labour Code does. See federally regulated employee rights and, for how the two ESA amounts fit together, termination pay versus severance pay.

Does my bonus count for ESA purposes, and am I covered if I am also a corporate officer?

Base salary always counts. A bonus may or may not, depending on how it is decided. And yes, officers are covered. The definitions in section 1 settle all three points, and they matter to executives because so much executive pay is variable and so many executives hold officer or director roles in the Canadian entity.

Section 1 defines “wages” to include (a) money payable under the employment contract, whether written or oral, express or implied; (b) any payment the Act requires; and (c) contractual room and board or prescribed allowances. It excludes (d) tips and gratuities; (e) bonuses that are both dependent on the employer's discretion and not related to hours, production or efficiency; (f) expenses and travel allowances; and (g), subject to limited exceptions, employer contributions to benefit plans and payments from them. A bonus is excluded only if both parts of clause (e) are met. A formula bonus tied to individual, Canadian or group performance therefore has a real argument to count, while a truly discretionary award does not.

Severance pay under section 65 is based on regular wages. Section 1 defines these as wages other than overtime pay, public holiday pay, premium pay, vacation pay, domestic or sexual violence leave pay, infectious disease emergency leave pay, termination pay, severance pay and termination of assignment pay, and other than contract entitlements that displace certain Parts of the Act. Base salary is regular wages. Whether any bonus is included will turn on your plan wording.

An officer or director title in the subsidiary does not take you outside the Act. The definition of “employee” covers (a) a person, including an officer of a corporation, who performs work for an employer for wages; (b) a person who supplies services to an employer for wages; (c) a person receiving training in a skill the employer's employees use; and (d) a homeworker. It also includes a person who was an employee. Clause (a) fits a salaried executive; clauses (c) and (d) will not apply to you.

One more definition matters for equity. The statutory notice period is (a) the notice required under Part XV or, (b) where the employer gives more notice than that, the portion equal to the Part XV period. For an individual dismissal that is at most eight weeks. It is also the window at the centre of Wigdor v. Facebook Canada Ltd., 2026 ONCA 572, a recent Court of Appeal decision from August 2026. That case held that clauses ending RSU vesting on termination are void because the ESA protects the terms of employment during that window.

Does it matter which company's termination clause I signed?

Yes, and executives in corporate groups have often signed more than one. An offer letter from the subsidiary, an officer or executive agreement with the parent, and a stack of equity award agreements can each contain termination wording, with a priority clause deciding which one governs. If the governing clause breaches the ESA in any single limb, all the termination provisions fall and common law reasonable notice applies instead.

That is exactly what happened in Rahman v. Cannon Design Architecture Inc., 2022 ONCA 451. The offer letter and the parent's officer agreement had conflicting just cause clauses, and the offer letter said it prevailed. Its clause allowed dismissal without notice or pay for conduct amounting to just cause. ESA termination pay is still owed unless the misconduct meets a narrower standard of deliberate wrongdoing (Render v. ThyssenKrupp Elevator (Canada) Limited, 2022 ONCA 310), so that clause contracted out of an employment standard. The executive's sophistication, her independent legal advice and the parties' intention to comply with the ESA did not save it.

• Subsection 5(1): no employer or employee, and no agent of either, may contract out of or waive an employment standard, and any such contracting out or waiver “is void.”
• Subsection 5(2): where a contract term on the same subject gives a greater benefit than the employment standard, the contract term applies instead. A promise of 12 months' pay on dismissal survives as a greater benefit. A just cause clause broader than the statutory standard is not a greater benefit, and subsection 5(1) makes it void.

The consequences follow. Under Waksdale v. Swegon North America Inc., 2020 ONCA 391, one offending limb invalidates all the termination provisions, even if the employer never relied on that limb. Under Machtinger v. HOJ Industries Ltd., [1992] 1 SCR 986, the void clause is replaced by common law reasonable notice. For a senior executive that can be the difference between weeks and many months of pay, which is why the identity of the employer and the validity of the clause are usually argued together. See when termination clauses are enforceable.

How are my bonus, equity, pension and deferred compensation treated when the parent runs the plans?

Much as they would be if the Canadian company ran them. You are entitled to damages for what you would have received during the reasonable notice period, unless the plan wording clearly and validly removes that right. The parent owning the plan does not shrink the claim. It makes the parent's liability more important, because the parent decides and funds the payout. See also bonus entitlements on termination.

Matthews v. Ocean Nutrition Canada Ltd., 2020 SCC 26 sets a two-step test: would you have received the compensation during the notice period, and if so, does the plan unambiguously take that right away? Paquette v. TeraGo Networks Inc., 2016 ONCA 618 holds that a requirement to be actively employed is not enough to take it away, because with proper notice you would have been actively employed.

O'Reilly v. IMAX Corporation, 2019 ONCA 991 is sometimes mentioned alongside Rahman, but it is an equity case, not a common employer case: IMAX was the executive's direct employer. It matters here because it shows how little standard forfeiture wording achieves. For more on units and retirement promises, see RSUs vesting during the notice period and SERPs and deferred compensation.

What should I look for in the parent's plan documents, and how have courts read common wordings?

Look for the wording that decides whether your equity and bonus survive the notice period: how the plan defines your employer and your termination date, when awards vest, what happens on a change of control, who counts as a good leaver, and what can be clawed back. Courts read these words closely, and small differences in wording have produced opposite results.

• How the plan defines the company or the employer. Plans often measure service as employment with the parent or any subsidiary or affiliate; the stock option plan in O'Reilly v. IMAX Corporation, 2019 ONCA 991 spoke of employment with the company “or one of its Subsidiaries.” A group-wide definition supports a common employer argument and makes it harder to argue that a move within the group ended your rights.
• The termination trigger. Wording that ends awards when employment terminates is read as meaning lawful termination, unless the plan says unambiguously that the date is when services stop, regardless of pay in lieu. That one phrase can be worth hundreds of thousands of dollars.
• The vesting schedule. Map every vesting date for the next 24 months against realistic notice periods. A cliff vest a few weeks into the notice period is a large number that an offer framed as weeks of salary will leave out.
• Change-of-control terms. Check for single or double trigger acceleration, and whether a without cause dismissal within a set window around a transaction accelerates everything. If a sale or reorganisation is under way, the timing of your dismissal may be the most valuable fact in your file.
• Good leaver and bad leaver definitions. A definition that treats a without cause dismissal as a good leaver usually preserves vesting or exercise windows. One that makes anyone who leaves before a set date a bad leaver will be tested against the presumption of lawful termination and, inside the statutory notice period, against Wigdor v. Facebook Canada Ltd., 2026 ONCA 572, a recent decision that should not yet be treated as settled beyond doubt. See good leaver and bad leaver clauses.
• Clawback and malus clauses. These let the parent take back paid or vested awards for breach of restrictive covenants, misconduct or a financial restatement. Expect them to be raised as leverage in negotiation. See clawbacks of bonus and equity.
• Amendments you never accepted. Forfeiture terms introduced after you were hired, which you refused or never signed, may not bind you (Lin v. Ontario Teachers' Pension Plan, 2016 ONCA 619).
• Governing law and forum clauses. Foreign parents' plans often choose their home jurisdiction's law and courts. Flag these at the outset, because they affect where and how the equity part of your claim is argued.
• The release. A release naming the parent, its affiliates, directors and plan administrators ends every claim against all of them, including claims for unvested equity. Setting aside a signed release as unconscionable requires both inequality of bargaining power and an improvident bargain (Uber Technologies Inc. v. Heller, 2020 SCC 16), which is hard to show for an executive who had legal advice. See whether to sign a severance release.

How much does the length of notice change the value of a package the parent partly funds?

A great deal, because every month of notice carries the parent-funded pay along with the salary. In the illustration below, each extra month of reasonable notice adds about $55,400, and close to half of the common law claim sits in the bonus pool and equity plan the parent controls.

Take a vice president employed on paper by a Canadian subsidiary, with exactly 12 years of service, dismissed without notice. The figures are round and illustrative: base salary of $300,000; an annual bonus of $120,000 from the parent's global pool; RSUs granted by the parent vesting at $50,000 a quarter, or $200,000 a year; employer pension contributions of $30,000 a year; and benefits costing $15,000 a year to replace. Assume the section 64 payroll trigger is met.

On base salary alone, the ESA minimum works like this. Weekly base pay is about $5,769. Clause 57(h) requires eight weeks, about $46,150. Subsection 65(1) gives 12 weeks for 12 completed years, and subsection 65(4) adds one completed month because the eight weeks of notice were never given. That makes 12 and 1/12 weeks, about $69,700, for a total of about $115,900.

The ESA column is deliberately narrow. A non-discretionary bonus may count as wages. Wigdor v. Facebook Canada Ltd., 2026 ONCA 572, a recent decision, also supports adding any RSU tranche that would have vested inside the eight-week statutory notice period.

Three lessons follow. First, the gap between the statutory minimum and the common law figures is roughly $550,000 to $880,000 before any reduction for new earnings, which is why an offer built on ESA amounts deserves scrutiny. Second, the six months between the two notice periods are worth $332,500. Third, if the subsidiary were the only defendant, the $480,000 of parent-controlled pay in the 18-month column would be claimed against a company that neither decided it nor funded it. These figures show the mechanics, not a prediction of what a court would award. Reasonable notice turns on the factors in Bardal v. Globe & Mail Ltd., 1960 CanLII 294 (ON SC): the character of the employment, length of service, age and the availability of similar work. Common law damages are also reduced by what you earn from reasonable replacement work. See how mitigation works and executive notice periods.

Should I file an ESA complaint or sue both companies in court?

For an executive with a large package, going to court is almost always the right route, and filing an ESA complaint first can close that door. Section 97 bars a wrongful dismissal lawsuit if you file a complaint claiming termination or severance pay for the same termination, unless you withdraw the complaint within two weeks of filing it.

• Subsection 97(1): if you file a complaint about unpaid wages or about benefit plan obligations under Part XIII (Benefit Plans), you cannot start a civil proceeding on the same matter.
• Subsection 97(2): if you file a complaint claiming termination pay or severance pay, you cannot start a wrongful dismissal lawsuit about the same termination or severance.
• Subsection 97(3) has been repealed and no longer has any effect.
• Subsection 97(4) is the way out: you can still sue if you withdraw the complaint within two weeks after filing it.

A complaint recovers statutory amounts only. It does not reach reasonable notice damages for bonus, equity, pension or deferred compensation, which in the illustration above is where most of the money is. In a lawsuit you can claim the ESA minimums and the common law damages together, against both the subsidiary and the parent, relying on section 4 for the first and the common employer doctrine for the second.

What are the risks of naming the parent company?

The main risks are cost, delay and an argument you might lose. A parent that denies being your employer can force the issue to be fought on the evidence, and a failed claim against a company that turns out not to be a common employer can lead to an adverse costs order. The risk is real when the parent's involvement was thin, and modest when your documents look like the ones in Rahman.

Weigh these points too. A foreign parent may challenge the Ontario court's jurisdiction or invoke a forum clause in its plan, which adds a preliminary fight. Restrictive covenants in officer and equity agreements often protect the whole group, and naming the group does not loosen them. A covenant that is too broad, though, will not be rewritten by the court to save it (Shafron v. KRG Insurance Brokers (Western) Inc., 2009 SCC 6). None of this is usually a reason to leave the parent out when your bonus, equity and retirement money depend on it, but each point should be part of the strategy before the claim is issued. See whether non-competes are enforceable.

What should I do in the first weeks after being let go?

Protect your options before you negotiate. Do not sign anything, do not file with the Ministry, keep the evidence of who controlled you, and have the package, the termination clause and the question of who employed you reviewed together. Each step below costs little and avoids a mistake that is hard to undo.

1. 1.Do not sign the release yet. Offers often come with a deadline, but the release will usually cover the parent and every affiliate, so treat it as giving up your equity and bonus claims too.
2. 2.Do not file an ESA complaint before getting advice, because of section 97. If you have already filed one, the two-week withdrawal window in subsection 97(4) is running.
3. 3.Keep what you are entitled to keep: your own pay and award statements, plan documents sent to you, and personal copies of communications about your pay and reporting lines. Do not take confidential company information.
4. 4.Download grant histories, vesting schedules and pension statements from the equity and pension portals while you still have access; departing executives often lose access quickly.
5. 5.Draw a one-page map of the group showing which entity signed each document, who your managers worked for, and who ran payroll, benefits and the bonus pool.
6. 6.Put the key dates in your calendar: the termination date, every vesting date for the next 24 months, bonus payout dates, pension milestones, and the date two years after your dismissal.
7. 7.Have the offer, the clause and the employer question reviewed together; Mirza Law offers a severance package review.

Which documents should I gather, and what should I ask a lawyer?

Gather every document showing who promised, controlled and paid each part of your package. Then ask questions that test both who employed you and what each component is worth. An employment lawyer will want these on the first day.

• Offer letter, employment agreement and every amendment, noting the entity and the signatory on each
• Officer, executive, director, secondment or retention agreements with the parent or any other group company
• Bonus plan documents for at least the last three years, target letters, pool funding notices and payout statements
• The equity plan, each grant or award agreement, vesting schedules, exercise history and portal statements
• Pension plan booklet and annual statements, plus any SERP or deferred compensation agreement, with who signed it and whether it is secured
• Benefits summary, including the deadlines for converting disability and life insurance
• Organisation charts, performance reviews and emails showing who set your objectives and approved your decisions
• Pay statements and T4 slips, noting whose name or logo appears on them
• Group-wide announcements that changed your pay, such as freezes or cuts
• The termination letter, the severance offer and the proposed release
• Change-of-control, good leaver, clawback, restrictive covenant and governing law clauses, wherever they appear

Questions to ask:

• Which entity signed each of my agreements, and does a priority clause decide which one governs?
• Does any termination clause I signed have a limb that breaches the ESA, including the just cause wording?
• Based on my documents, is the parent a common employer, and is it also a related employer under section 4?
• Does the Canadian entity have the assets to pay a judgment, and where are the parent's assets?
• Which RSU, option, bonus and pension events fall inside a realistic notice period, and does the plan wording validly remove any of them?
• Does the group's payroll bring me within section 64 severance pay, and does my service with other group companies count?
• Does the release cover the parent and my equity, and what is that worth?
• Does a forum or governing law clause in the equity plan affect where my claim is heard?

This article is general information about Ontario law. It is not legal advice about your situation.

About the Author

Amir Mirza

Founder & Employment Lawyer, Mirza Law

Amir Mirza is the founder of Mirza Law and an Ontario employment lawyer acting for employees. He is licensed by the Law Society of Ontario and is a member of the Ontario Trial Lawyers Association. He writes about severance, wrongful dismissal, and the rights Ontario employees have when their job ends.

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