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peter coady
7.5 Duty Free? Fat chance
The decision in Regal is quite annoying, given that the entire situation could have been avoided in a simple way. According to Lord Russell in Regal, the directors could have, had they wished, have “protected themselves by a resolution (either antecedent or subsequent) of the Regal share-holders in general meeting”. Given that these directors were […]
Discussion 6.1
Section 137(2) is necessary and worded the way it is in order to protect the interests of the corporation. For instance, if a director transferred his powers to a separate corporation (as it can be any person within or outside the corporation) of which [s]he is a sole shareholder, [s]he may use that corporation to […]
4.7: General Conclusions Drawn Concerning the Law on Corporate Purpose
As the case readings suggest, the corporate purpose cannot be defined narrowly as only serving the shareholders’ interests. Dodds noted that fiduciary duties are owed to a much larger constituency, including shareholder interests, the interests of corporate employees, and broader social goals. The decisions from the SCC in Peoples and BCE suggest that directors will […]
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 […]
Reaction to The Corporation
The corporation as a subordinate group, serving public interest and limited by the Charter granted to them is far removed from the operations we see in modern corporations. And of course, ho-hum, corporate lawyers led the charge to remove these constraints. I had never learnt about the history of corporations, just basic economics, so a […]