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4.3 – Hercules Management
As I was re-reading and reviewing my notes, one theme that kept popping up is how troublesome this “fiction” of corporate personhood can be. It feels a bit like the chicken and the egg. Is “corporate personhood” a natural product of the legal analysis, flowing out of concepts like shareholder limited liability and the fact […]
A Utilitarian Approach to Company Law
As I was studying for my jurisprudence class, I came across a philosopher whose ideas appear to be directly transferable to an issue in company law: that of trying to discern what it means to be “in the best interests of the corporation”. Jeremy Bentham measured right and wrong as “the greatest happiness of the […]
Word-cloud of course materials
Was curious so fed the course materials into a word-cloud generator to see what would happen. The results in the shape of a corporate briefcase are below…. jon
Conflict of Interest & Duty – Discussion Activity 7.3
As a director, James Beatty owed a duty to North-West Transport Co., however, while wearing his shareholder “hat” he did not owe that same duty. I wouldn’t say the shareholder vote that allowed him to personally enter into the contract of sale relieved him of that duty, I think it just gave him another “hat” […]
Class 24: Majority Rule & Protecting Minority Interests
Unfortunately lectutre capture was unavailable today, and yet again I failed miserably at recording video off my MacBook. My apologies….yet again. But thanks to an intrepid class member there is audio of really good quality… Click on image below to get to the audio. Note that logistics start at 1:14 with the actual talk beginning […]
Would the fascist death cult in the back please pipe down so we can call the shareholder meeting to order? (Commentary on Apple sustainability/ shareholder value problem)
Apple, the company that makes those skinny overpriced laptops, has adopted certain corporate practices intended to forestall the Earth becoming an inhabitable wasteland. With apologies to Douglas Adams, this has made a few people very angry, and is regarded by them as a bad idea. The proposed resolution, requiring that Apple abandon sustainability initiatives […]
Will the last director turn off the light on their way out? (Commentary on Producer’s Pipelines & Brant)
“When we hang the last capitalist, another will appear to sell us the rope” – Variously attributed to Marx, Lenin, Stalin, and your annoying friend who reads too much Chomsky. One of the best features of Association Football/ Soccer, in my opinion, is that it has 17 clear rules, and that those allow for […]
Blog Activity 5.3: Section 33 – Say What?
This sounds a bit like a “let bygones be bygones” approach to a company’s ultra vires acts. The provision is basically saying that a company must not do anything that it is restricted from doing by its memorandum or articles, but that if the company does something that is restricted, that act will not be […]
Discussion Activity 4.4
I would say that the policy justification for this result is that the Court understands shareholders role as supervising management as an acting body in respect of the corporation’s interests rather than as individual shareholders in respect of their own ends. In this case, Hercules and Mr. Freed clearly indicated that their claim against […]
Discussion Activity 4.3
“Ambiguities of Corporate Personality” No, “X” could not do that because in those transactions he was operating as himself. As per Daimler, “the acts of a company’s directors, managers, secretary, and so forth, functioning within the scope of their authority, are the company’s acts.” In this instance, “X” was not functioning within the scope […]