A consultant's seat on two boards stopped being simple in Woodstock

The situation

Meron ran an incorporated management consulting practice out of Woodstock, and board work was a core part of the business model, not a side project. Being asked onto a board was, in Meron's own words, the highest compliment a client could pay, and by the time this story starts Meron sat on two boards at once: one for a commercial real estate company owned by Selam, a long-time commercial landlord in the region, and another for a fast-growing technology company where Marc-Andre was a fellow director and significant shareholder. Both relationships had been built over years of prior consulting work, and both boards valued Meron for the same reason, a calm, outside read on strategy that neither company's own executives could offer each other.

The plan had always been to keep the two roles cleanly separated, and for a long stretch that separation cost nothing because the two businesses genuinely did not compete. Selam's company managed a portfolio of commercial buildings and leased space to local businesses on conventional multi-year terms. Marc-Andre's technology company built workplace software sold to those same kinds of tenants, and for the first two years the two boards had nothing to do with each other beyond the occasional coincidence of a shared client using both a building and the software. Meron brought general governance and strategy experience to both tables, was paid modest director fees by each, and treated the overlap as a non-issue because, in any practical sense that mattered at board meetings, there was no overlap to speak of.

That changed when Marc-Andre's company, chasing growth in a company generating somewhere in the tens of millions in annual revenue, began piloting a flexible-workspace product: short-term office leasing bundled with its software, aimed at the same category of commercial tenants Selam's buildings served. It was a natural pivot for a technology company trying to expand its footprint, and nobody on either board had flagged it as a problem when the pilot was first approved, because at the time it looked like a minor product experiment rather than a competing line of business.

Within a few months the pilot had grown into a real division, and it was actively courting two tenants who were also in discussions to lease space directly from Selam's buildings. Marc-Andre noticed the overlap first, and what began as a scheduling question, whether Meron could attend both board meetings that discussed the same prospective tenants, quickly became something more serious: an accusation that Meron had known about the overlap earlier than admitted and had used information from one boardroom to help the other.

The complication

Meron's account, when the accusation first surfaced, was straightforward: the overlap had only become apparent recently, no confidential information had crossed from one board to the other, and the timing of certain conversations with Selam's company had nothing to do with what was happening at the technology company. That would have been a defensible position if it had matched the paper trail. It did not, entirely.

Marc-Andre's company had, as part of its own internal review, pulled calendar records and email metadata covering the period in question, standard practice once a conflict allegation is raised seriously rather than casually. Those records showed a meeting between Meron and a representative of one of the contested tenants roughly six weeks earlier than the date Meron had given for first becoming aware of the overlap. The meeting itself may well have been innocuous, a routine catch-up unrelated to either company's business, but its existence directly contradicted the timeline Meron had offered, and once one detail in an account is shown to be wrong, the rest of it gets read with more suspicion, fairly or not.

This is where the underlying law mattered. A director owes the corporation a duty of loyalty: to act honestly, in good faith, and in the company's best interests, and to avoid situations where personal interests, or duties to another company, conflict with that obligation. Sitting on two boards is not itself a breach. Directors do it constantly, and disclosed, well-managed overlaps are routine. The breach, if there is one, comes from failing to disclose a conflict once it becomes real, or from using confidential information gained in one boardroom for the benefit of another. Marc-Andre's company was not alleging that Meron sat on two boards; it was alleging that Meron knew about the conflict and sat on it instead of disclosing it, and the contradicted timeline made that allegation harder to dismiss out of hand.

The stakes were not abstract. A finding that Meron had breached fiduciary duty could expose Meron personally, and the incorporated consulting practice, to a claim for the value of any advantage the technology company believed it had lost to Selam's buildings, on top of the reputational cost of being the consultant other boards no longer trust with dual mandates.

What we did

1. Reviewed every document before advising on strategy. Before recommending any position, we asked for the full set of calendar entries, emails, and board minutes Marc-Andre's company had gathered, and matched them line by line against Meron's own records, because contesting a timeline that the other side could disprove with its own evidence would only compound the credibility problem rather than resolve it, and we needed to know exactly what we were dealing with before saying anything on Meron's behalf.
2. Advised Meron to correct the record rather than defend the original account. Once the contradiction was clear, we recommended acknowledging the earlier meeting and correcting the stated timeline directly with Marc-Andre's board, rather than continuing to assert a version of events the documents plainly did not support. A voluntary correction, even an uncomfortable one delivered before it is demanded, carries far more weight with a board than one extracted through further investigation and confrontation.
3. Assessed what information, if any, had actually moved between the boards. We conducted our own independent review of what Meron had actually discussed at each board table over the relevant period, focused specifically on whether anything commercially sensitive from the technology company's boardroom had reached Selam's company through Meron. We found no evidence that it had, and that finding became the central fact our entire response was built around.
4. Recommended immediate resignation from one board. Rather than argue over which seat Meron was entitled to keep or delay a decision while tempers cooled, we advised resigning from the technology company's board promptly, on the basis that continuing to sit on both, once a conflict had been raised formally and on the record, was no longer defensible regardless of whether any information had actually been misused in practice.
5. Negotiated a release rather than litigating the allegation. With resignation on the table as a concrete gesture of good faith, we opened negotiations for a mutual release: Meron would step down and forgo the remaining director fees owed under the current term, and Marc-Andre's company would release any claim related to the conflict, avoiding a formal breach-of-duty proceeding that neither side was confident of winning outright and that would have cost both far more than what was actually in dispute.
6. Documented the resolution carefully for Selam's board. Because Selam's company had done nothing wrong and had no direct knowledge of the internal dispute unfolding elsewhere, we prepared a short, factual summary for that board explaining the resignation from the other seat in plain terms, protecting Meron's ongoing relationship there rather than letting rumour or an incomplete secondhand account fill the gap.
7. Built a disclosure protocol for any future board seats. Once the immediate matter was resolved, we drafted a standing conflict-disclosure practice for Meron's consulting practice going forward: any new board seat would be checked against existing mandates before acceptance, and any material overlap between clients would be raised in writing the moment it arose, rather than assessed informally after the fact once trust was already at stake.

The outcome

Meron resigned from the technology company's board within two weeks of the allegation being raised, and the negotiated release closed the matter without a formal legal claim ever being filed. The cost was real: roughly a quarter's worth of director fees forgone, plus the value of a board seat and the working relationship with Marc-Andre that came with it, both gone for good. Meron's account of what happened, once corrected, was accepted by Marc-Andre's board, but the correction itself left a mark that outlasted the formal resolution; Marc-Andre's company did not renew any consulting work with Meron's practice afterward, a loss of ongoing engagement that went well beyond the director fees themselves and represented a meaningful piece of Meron's client base.

The relationship with Selam's company survived intact, and this was the piece of the outcome that mattered most in the long run. Because Meron disclosed the situation candidly rather than letting Selam hear a garbled version of it secondhand, and because the factual review turned up no evidence that confidential information had actually crossed between the boards in either direction, Selam kept Meron on as a director without reservation. That seat, and the broader consulting relationship attached to it, continued exactly as before, with no conditions attached and no loss of trust on that side of the ledger.

What stayed with Meron longest afterward was not the lost fees but the lesson about records. The overlap between the two companies had been an honest, gradual development that nobody flagged early enough on either board, and Meron's underlying conduct, once independently reviewed, held up. But the contradicted timeline turned a manageable disclosure problem into a credibility problem almost overnight, and credibility, once dented in a boardroom, is far harder and slower to repair than a single missed disclosure would ever have been on its own.

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