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Discussion Activity 5.1: Reconciling R v. Fitzpatrick’s Fuel and The Rhône
I think that The “Rhone” and Fitzpatrick’s are reconcilable in regards to the captain not being seen as a directing mind, but the gas attendant/cashier being found to be a directing mind due to different policy considerations playing a role in the two cases. This might be too simplistic, but here’s how I rationalize it. […]
Discussion 6.2: Shadow Directors
Ignoring the vagueness of the BCBCA and CBCA in regards to directors right now, I think a corporation could be a shadow director (I mean, we just saw in the Huffington Post article that a piece of AI became a director…), but I think that it would lead to a lot of issues as far […]
6.2: Corporations as Shadow Director
I think it is possible that a corporation could act as shadow director in another corporation, but there is a question as to whether or not it could be recognized by a Canadian court as being a director. In terms of acting as shadow director, it is likely that a corporation could meet the definition […]
Discussion Activity 6.2: The Shadow Director
Can a corporation be a “shadow director” of another corporation? First, let’s look at who in general can be a director. CBCA s. 2(1) and BCBCA s. 1(1) are not very helpful in terms of narrowing down the question of who a director can be, but they are helpful in that they both implicitly allow […]
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. […]
Comparing Corporate Purpose in Canada v USA
The case of Ford v Dodge addresses the issue of how ‘corporate purpose’ is envisioned in the United States, and it seems to draw a fairly direct connection between said purpose and long term profit. The question of how this issue is approached by Canadian courts seems to be addressed in People’s Department Store v […]
Interesting Listen on CBC Radio
Here is a link to The Current’s program about shipping that is quite interesting and tied very much to our class. It’s best to skip to the 12 minute mark.
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 […]
BCBCA s. 33
In CDEF v Canadian Pickles Iacobucci J stated that “the general abolition of the doctrine of ultra vires is in accordance with sound policy and common sense”, because the original purpose of the doctrine (to protect creditors) had been largely frustrated. Section 33(2) abolishes the doctrine of ultra vires for corporations incorporated under the BCBCA. […]
Discussion Activity 5.1: Reconciling R v. Fitzpatrick’s Fuel and The Rhône
While at first glance it seemed to me that the judgments from these two cases were irreconcilable, I have come to find some distinctions between them which may ultimately hold little weight, but are, in my opinion, nonetheless interesting and noteworthy in assessing the question of the particular point at which an employee ought to […]