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Corporate Liability for Sole Shareholder Corps
In preparing for the statutory drafting exercise for the exam, I’ve been thinking about whether and why sole shareholder corps should benefit from limited liability. In Kosmopoulos II (the 1987 case) Wilson J refused to pierce the corporate veil because it would create ‘an arbitrary difference between sole shareholder and multiple shareholder corps’. In my […]
Vivendi/Ubisoft
Interesting evolving takeover and related events, made that much more impactful for some of us since they involve creative content companies. Links below: Vivendi stake in Ubisoft passes 25%, increasing takeover threat: French media company needs to acquire 30% of publisher’s stock before it can offer to buy the company Ubisoft dev fears ‘constraints that […]
Discussion Activity 6.2
Consider whether a corporation can be a “Shadow Director” of another corporation? In British Columbia Securities Commission v. Alexander, 2013 BCCA 111 per Madam Justice D. Smith: “The legal test for a finding that an individual acted as a de facto director or officer is “’whether, under the particular circumstances, the alleged director is an integral part of […]
Discussion Activity 4.2
I don’t think the corporate personhood should be abandoned despite the issues related to it that we have studied this term. One reason is the fact that the legal concept of corporate personhood is now so pervasive globally that we would be doing a disservice to our own corporations by limiting their rights to a […]
“Corporate secrecy makes Canada a haven for white-collar crime”
https://www.thestar.com/news/world/2016/12/07/report-corporate-secrecy-makes-canada-a-haven-for-white-collar-crime.html\ Transparency International (whose website describes them as a global civil society organization leading the fight against corruption..) is calling for a public registry of the real owners behind corporations. According to them, it’s easier to incorporate a company in Canada than it is to get a library card (which I can attest to having […]
BCBCA s 33
On my reading of the provision, the effect is roughly that of a strong admonition. Subsection (1) commands that a corporate person refrain from certain actions. It is worded as if it were mandatory, and its codification in statute would appear to lend it gravity. But while its practical effect is almost entirely undermined by […]
Eliminating Corporate Personhood
I think that s. 30 of the BC Business Corporations Act could and should simply be eliminated and replaced by an inclusive list of rights, powers and privileges. Simply put, corporations are not people. I do not believe that they should be considered people. I personally don’t believe that there is any benefit to invoking […]
Strike Suits, or “How I’m Going to Pay for Law School”
Encana, Talisman Energy, Suncor Energy, Husky Energy, Nexen, Syncrude. All Canadian petroleum companies. More importantly, all publicly traded companies. Strike suits have been long considered nuisance actions, meant to make a quick buck at the expense of the corporation. My proposal is this: purchase shares in oil companies, and then file class actions whenever a […]
Where is the corporate monster coming from?
Our recall of the Frankenstein story might be that a young scientist created a freak who went beyond its creator’s control, turned into a criminal, and haunted him till he collapsed. However, the original storyline is much richer than that. Let me briefly review the ways in which corporations are analogous to Frankenstein’s creature: Both […]
If the Final Exam was Based on Westworld **SPOILERS**
**WESTWORLD SPOILERS FOLLOW** Westworld is a futuristic theme park, filled with artificially intelligent robots that look and behave in a way that is shockingly similar to real people. The theme park is set on the Western frontier during the civil war. The robots have personalities and backstories that match the setting, and though […]