Slides from special class on assignment 1 preparation below…. jon

Video & slides below… jon

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 […]

The notion that particular circumstances may entitle the court to disregard the separate existence of corporate personhood recurs in many cases. In my view, this notion of circumstantial consideration seems beneficial, but is too often plagued by turning into yet another source of ambiguity. Of course, as the court notes, certain situations, such as fraudulent […]

Restricted businesses and powers 33. (1) A company must not (a) carry on any business or exercise any power that it is restricted by its memorandum or articles from carrying on or exercising, or (b) exercise any of its powers in a manner inconsistent with those restrictions in its memorandum or articles. (2) No act of a company, including […]

There are problems with corporate personhood only to the extent to which we believe in the existence of separate corporate personhood. That is, do we think a corporate is an entity with its own autonomous aspects (capacities, rights, etc. – the details are irrelevant to this point), or do we think a corporation is a vessel […]

Comparing s. 15(1) of the CBCA and s. 30 of the BCBCA, two differences in wording stand out to me. First, under s. 15(1) of the CBCA any rights, powers, and privileges a corporation enjoys may be qualified by the Act. Such a qualification is not included in s. 30 of the BCBCA. Second, there is a difference between the treatment of a […]

The issue in Fitzpatrick’s Fuel was whether despite the care exercised by its sole officer director, and shareholder, should the company still be held liable  for the wrongful actions of Parviz Zamzam? The Crown said yes, and submitted that a correct application of the “identification theory” would prove as much. Using the parameters delineated in […]

Below are dates and deadlines for the rest of course based on a review of the material we need to cover and the natural cadence of those materials. You will note a few changes. Most obviously you will see that assignment due dates away from Fridays to the following Monday (before or in-class) so as […]

Corporate personhood, as set out by s.30 of the Business Corporations Act is unequivocally a controversial concept. Although it is clear that corporations require certain legal protections in order to be able to function effectively, the desirability of conveying the rights of “an individual with full capacity” upon an artificial construct animated by humans for […]

In my opinion, section 33(2) would seem to increase the scope of potential remedies that a court could consider when faced with a corporation that breached 33(1). Without section 33(2), a court might rush to nullify the actions of a corporation that was in breach of section 33(1). Section 33(2) may give a court pause, […]

jon

The holding in Hercules Managements Ltd. that the duty of care in the preparation of the audit report was owed by the auditors to the shareholders collectively, and thus to the corporation itself, rather than to individual shareholders limits the ability of individual shareholders to bring claims personally. The notion that the negligently prepared reports […]

In my view a measure of adequate capitalization should be established by industry regulators, and should be flexible to changing institutional norms. When entities shift their practices to take advantage of capitalization requirements (such as taxi owners setting up a particular corporate structure), regulators should be able to quickly modify the capital requirements. This is […]

If s.30 of the BC Business Corporations Act were to be eliminated and replaced by an inclusive list of rights, powers and privileges without invoking any form of personhood, it in some ways may provide some clarity.  By doing so, we would more easily be able to identify and define permitted corporate action strictly in […]