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Discussion 5.1: Reconciling Rhone and R v Fitzpatrick’s
In my opinion, the decisions in Rhone and Fitzpatrick’s are not reconcilable. In Rhone the court lays out that “the key factor which distinguishes directing minds of normal employees is the capacity to exercise decision-making authority on matter of corporate policy, rather than merely to give effect to such policy on an operational basis”. The […]
Class 11: Corporate Personhood – Some Specific Issues & Problems (Part 2)
Video and slides below. The video is slightly truncated because the recording time was accidentally set for a class different from ours. That said, in substantive terms only one major case is missing and I was going to try and synthesize the lessons of that one (Pocklington) at the beginning of next class anyways… jon
Class 10: Resources & Principles of Unit 5 Relevant to Assignment 1
Slides from special class on assignment 1 preparation below…. jon
Class 9: Corporate Personhood – Some Specific Issues & Problems (Part 1)
Video & slides below… jon
4.7: General Conclusions Drawn Concerning the Law on Corporate Purpose
As the case readings suggest, the corporate purpose cannot be defined narrowly as only serving the shareholders’ interests. Dodds noted that fiduciary duties are owed to a much larger constituency, including shareholder interests, the interests of corporate employees, and broader social goals. The decisions from the SCC in Peoples and BCE suggest that directors will […]
General Conclusions: Corporate Purpose and Many Ambiguities
The notion that particular circumstances may entitle the court to disregard the separate existence of corporate personhood recurs in many cases. In my view, this notion of circumstantial consideration seems beneficial, but is too often plagued by turning into yet another source of ambiguity. Of course, as the court notes, certain situations, such as fraudulent […]
Blog Activity 5.3 – Section 33
Restricted businesses and powers 33. (1) A company must not (a) carry on any business or exercise any power that it is restricted by its memorandum or articles from carrying on or exercising, or (b) exercise any of its powers in a manner inconsistent with those restrictions in its memorandum or articles. (2) No act of a company, including […]
Problems with Corporate Personhood?
There are problems with corporate personhood only to the extent to which we believe in the existence of separate corporate personhood. That is, do we think a corporate is an entity with its own autonomous aspects (capacities, rights, etc. – the details are irrelevant to this point), or do we think a corporation is a vessel […]
4.1: What is the effect, if any, of the different wording of s 15(1) of the CBCA and 30 of the BCBCA?
Comparing s. 15(1) of the CBCA and s. 30 of the BCBCA, two differences in wording stand out to me. First, under s. 15(1) of the CBCA any rights, powers, and privileges a corporation enjoys may be qualified by the Act. Such a qualification is not included in s. 30 of the BCBCA. Second, there is a difference between the treatment of a […]
Discussion 5.1 On Rhone and Fitzpatrick
The issue in Fitzpatrick’s Fuel was whether despite the care exercised by its sole officer director, and shareholder, should the company still be held liable for the wrongful actions of Parviz Zamzam? The Crown said yes, and submitted that a correct application of the “identification theory” would prove as much. Using the parameters delineated in […]