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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 […]
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 […]
Warren Buffett on Wells Fargo
We’ve used the travails at Wells Fargo as an example/scapegoat at various times this semester. Below is a link to an absolutely fascinating interview with Warren Buffett that will provide additional perspective and likely trigger deeper thoughts no matter where you stand on the issues raised. An investment (pardon the pun) of less than fifteen […]
Shadow Directors
Consider whether a corporation can be a “Shadow Director” of another corporation. From our notes we know that a “de facto” or “shadow director” is “a person in accordance with whose directions or instructions the directors of the company are accustomed to act”. A “shadow director” can be distinguished form a “de facto director” because […]
Match-up: s 137 of the BCBCA vs s 146 of the CBCA
The BCBCA does not recognize Unanimous Shareholder Agreements (USA), and instead includes s 137(1) and (2). While both models allow for flexibility in the architecture of the corporation, the wording of the BCBCA provision provides some interesting differences compared to the USA provision that is found in the CBCA (s 146). For one, the provision […]
Discussion 6.1: On s. 137 of the BCBCA
The BCBCA does not recognize unilateral shareholder agreements (USA). These are a type of shareholder agreement that is recognized under the CBCA and are used to limit some or all of the directors’ powers and ability to manage the corporation. Section 137 of the BCBCA is analogous to USAs as it provides for the limitation […]
6.2 – Shadow Directors
I think that it may be possible for a corporation to be a shadow director of another corporation. A key distinction between a shadow and de facto director is the fact that a shadow director claims not to be a director. Since they are not purporting to be an actual director of the company they […]
Discussion Activity 6.1
1. Why do you think section 137(2)(b) of the BCBCA is necessary and worded the way it is? I believe that section 137(2) of the BCBCA is necessary to prevent any confusion that might arise from overlapping jurisdiction. In the event that powers of the directors were transferred, situations could arise where directors nonetheless claimed […]
Discussion 6.2: Corporations as Shadow Directors
I think this question is, in fact, more complex than it might seem on first glance. At the end of the day, however, I think the reasonable answer is that a corporation cannot be the shadow director of another corporation. My first impulse was to say that yes, a corporation could be the shadow director […]