Last Thoughts on Corporate Personhood
I am glad to be able to say that my perception of corporate personhood that I had coming into this course has been reshaped radically through learning about the complexities inherent in corporate governance. Better understanding the tensions between different key actors such as directors, shareholders, and management, has helped me surpass my formerly simplistic notion […]
Discussion Activity 8.1
I believe the test that is emerging is: Whether or not the shareholders bona fide or genuinely believed that the alteration was for the benefit of the company as a whole. As stated in the test, shareholders need to act bona fide or honestly when voting on a special resolution. They have to vote believing […]
Conflict of Interest and Duty
I believe as a director, James H. Beatty owed a duty to the company to act in its best interest and avoid conflicts of interest. However, as a shareholder, he did not have that duty. I don’t think that the shareholder vote necessarily relived him of that duty. Instead, it was his absence at the […]
Discussion Activity 7.1
Peoples stated that the fiduciary duty should be judged from an objective standard which takes in to account the elements that the decision was made in, but not the director’s subjective motivations. They said the comparable circumstances require the context in which a given decision was made to be taken in to account, but that […]
Thinking Back to Partnerships…
Thinking way back to partnerships for my final post—Discussion Activity 3.2: The provisions of the Ontario Partnership Act relevant to determining the existence of a partnership between X and Y are sections 2 and 3. Section 2 of the Act defines partnership as the relationship between “persons carrying on a business in common with a […]
Democracy, The Tyranny of the Majority and Corporate Shareholders
I remember from 7 years ago when I first took an undergrad introduction to political science course and first learned about Jeremy Behtan’s utilitarianism theory and John Stewart Mill’s theories on democracy. Betham was a liberal and an utilitarian who argued that if people were free to do what was in their best interest and […]
Discussion Activity 8.3
In this third and final post, I wish to discuss the benefits of oppression actions and at the same time, discuss the disadvantages of such an equitable remedy. The benefits of the oppression remedy, or any equitable remedy for that matter, are the flexibility that the adjudicator and the claimant can expect. The remedies, not […]
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Discussion Activity 6.1: Relevant Statutory Provisions: BCBCA section 137 (1): “…the articles of a company may transfer, in whole or in part, the powers of the directors to manage or supervise the management of the business and affairs of the company to one or more other persons.” BCBCA section 137 (2): “(2) If the whole […]
discussion 7.2 – Tim Cook vs Climate Change Deniers
Had Tim Cook been head of a Canadian corporation, and had the NCPPR tried to sue him for breaching his fiduciary obligation to the company, he would have a very good argument in his favor that pursing environmental initiatives is often going to be in the best interests of the company. As Peoples and BCE […]
Discussion Activity 8.3, re: Equality & Oppression
In BCE, the court affirms Peoples‘ criteria on how to think about the fiduciary duty of directors to the best interests of the corporation, saying that it is appropriate to consider – when trying to find what those best interests are – the interests of various stakeholders (eg. shareholders, creditors, employees, the government, etc). However, […]
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