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Discussion Activity 6.3: Meaning of Independence
Discussion Activity 6.3: After reading page 311 of the Casebook and reflecting on the content, it appears to me that one of the dominant justifications for the “independence” requirements for Boards is the existence of the fiduciary duty and duty of care placed on Directors in the Federal and Provincial companies Acts carry out duties/execute functions in the “best interest […]
Discussion Activity 6.1- Transferring Directorial Powers
S. 137(2)(b) provides that where the powers of the directors are transferred to another person, the directors are then relieved of their rights, powers, etc. to the same extent. Why is this section necessary and worded the way it is? One reason is, clearly, that the section will reduce confusion where the transfer was unclear […]
7.2: Am I a real lawyer now?
Since I started law school last year, every so often I have a moment where I realize that the subjects we talk about and the concepts we learn really do have an effect on how I see the world. Looking at this question, I had one of those moments. If you had told me just […]
Not all persons are individuals
Last class we discussed whether a corporation could serve on a board of directors, which culminated in us learning that in fact they cannot—rather, that privilege is reserved for real flesh and blood human beings. However, based purely on a reading of the two statutes of which we have grown so fond over these past […]
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 […]