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Discussion Activity 4.4
The holding in Hercules Managements Ltd. that the duty of care in the preparation of the audit report was owed by the auditors to the shareholders collectively, and thus to the corporation itself, rather than to individual shareholders limits the ability of individual shareholders to bring claims personally. The notion that the negligently prepared reports […]
4.6 – Adequate Capitalization
In my view a measure of adequate capitalization should be established by industry regulators, and should be flexible to changing institutional norms. When entities shift their practices to take advantage of capitalization requirements (such as taxi owners setting up a particular corporate structure), regulators should be able to quickly modify the capital requirements. This is […]
4.2 Eliminating Corporate Personhood
If s.30 of the BC Business Corporations Act were to be eliminated and replaced by an inclusive list of rights, powers and privileges without invoking any form of personhood, it in some ways may provide some clarity. By doing so, we would more easily be able to identify and define permitted corporate action strictly in […]
Eliminating Corporate Personhood?
When thinking about whether to eliminate section 30 of the Business Corporations Act, I find myself considering the philosophical underpinnings of corporate personhood. Firstly, one of the reasons corporate personhood came to be was so that the corporation could live beyond the person (or persons) who control it, making corporations intergenerational, a more stable form of […]
4.3 – Discussion Activity – Ambiguities of Corporate Personality
My main takeaway from Lee v Lee’s Air Farming is that to determine whether something was a corporate act or an individual act, we should look to in what capacity the individual was acting when they undertook the act. Essentially, this means considering which “hat” an individual was wearing when they undertook the act. Given […]
4.4: Policy Justification for Hercules Managements
Although I cannot pretend to know for certain what policy reason motivated the majority of the Supreme Court in their decision in Hercules Management, I believe the decision can be amply supported on a policy of avoiding the imposition of unintended, unknown, and unnecessary liability-and also maintaining caveat emptor. Consider the implications of Hercules, if […]
Eliminating Corporate Personhood
4.1 Discussion: Not all corporations are created equal for the purposes of Charter analysis. Section 15(1) of the CBCA states that the corporation’s right is equivalent to those of a ‘natural person’, whereas section 30 of the BCBCA suggests it is equivalent to an “individual of full capacity”. The difference in application and meaning of […]
Eliminating Corporate Personhood
There may be a time in the very near future, where corporations and human beings may be regarded as equals in all facets of life. If that reality spurs up, s. 30 of the BC Business Corporations Act could be eliminated. For that matter, the whole Act could be done without. However, as long as […]