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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 […]
An attempt to rationalize Teck Corp’s departure from Hogg
In Teck Corp v. Millar Justice Berger set aside the Hogg decision, which held that directors may not allot shares to frustrate an attempt to obtain control of the company, even if they believe that it is in the best interests of the company to do so. In Justice Berger’s opinion, Hogg was wrongly decided […]
A few reflections on directors’ qualifications
In Canada, there is no minimum standard for corporate directors. To reflect on that, it might be useful to think about who the shareholders are and how directors are selected. Shareholders are by and large sophisticated, experienced business people. They understand the qualifications and traits required of a director much better than a lay person. […]