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Nevsun case
As a student with an interest in international human rights law and international criminal law, I spend a lot of time in this course thinking about regulation of corporations domestically and on an international level. The Eritrea mining case happening in BC currently gives me some hope regarding the potential corporate accountability for Canadian corporations […]
Discussion Activity 6.2: Shadow Directors
I think that a corporation can be a shadow director of another corporation because of separate legal personhood of corporations and because it is possible that a corporation could claim they are not directors of another corporation, but still act like directing minds of another corporation. But, I think that to show that a corporation is […]
Discussion Activity 7.3
As a director of the North-West Transportation Company Limited, James H. Beatty was an agent of the company and owed a fiduciary duty to promote the best interests of the corporation. In his role as shareholder, this duty would not be applicable. Based on the traditional no-conflict rule, James Beatty as director would be precluded […]
Class 18: The Legal Architecture of Business Governance #3
Lecture-capture and slides below… jon
Discussion Activity 6.3
I think imposing a minimal requirement of having some independent directors in publicly held corporations is a justified requirement. The concept of having at least some directors who have no other role in the corporation seems intuitively appealing: it seems that these directors would assuredly provide a neutral perspective, and it also seems that these […]
Warren Buffett on Wells Fargo
We’ve used the travails at Wells Fargo as an example/scapegoat at various times this semester. Below is a link to an absolutely fascinating interview with Warren Buffett that will provide additional perspective and likely trigger deeper thoughts no matter where you stand on the issues raised. An investment (pardon the pun) of less than fifteen […]
Shadow Directors
Consider whether a corporation can be a “Shadow Director” of another corporation. From our notes we know that a “de facto” or “shadow director” is “a person in accordance with whose directions or instructions the directors of the company are accustomed to act”. A “shadow director” can be distinguished form a “de facto director” because […]
Class 17: The Legal Architecture of Business Governance #2
Quite a day. Memorable in its own unique way. Grateful that it started at UBC with so many thoughtful and conscious people. Thank you. No lecture capture, so just slides below. jon
Match-up: s 137 of the BCBCA vs s 146 of the CBCA
The BCBCA does not recognize Unanimous Shareholder Agreements (USA), and instead includes s 137(1) and (2). While both models allow for flexibility in the architecture of the corporation, the wording of the BCBCA provision provides some interesting differences compared to the USA provision that is found in the CBCA (s 146). For one, the provision […]