When I saw the article you can link to above, memories certainly came flooding back.  I had no idea what to expect when trying to give a corporate law lecture by inventing/using memes tailored to the purpose. After the fact it certainly felt like a “love it or hate it” event (possibly more the latter). […]

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 […]

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 […]

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 […]

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 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 […]

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 […]

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 […]

 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 […]

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 […]

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, […]

In preparing for the statutory drafting exercise for the exam, I’ve been thinking about whether and why sole shareholder corps should benefit from limited liability. In Kosmopoulos II (the 1987 case) Wilson J refused to pierce the corporate veil because it would create ‘an arbitrary difference between sole shareholder and multiple shareholder corps’. In my […]

Interesting evolving takeover and related events, made that much more impactful for some of us since they involve creative content companies. Links below: Vivendi stake in Ubisoft passes 25%, increasing takeover threat: French media company needs to acquire 30% of publisher’s stock before it can offer to buy the company Ubisoft dev fears ‘constraints that […]

Consider whether a corporation can be a “Shadow Director” of another corporation? In British Columbia Securities Commission v. Alexander, 2013 BCCA 111 per Madam Justice D. Smith: “The legal test for a finding that an individual acted as a de facto director or officer is “’whether, under the particular circumstances, the alleged director is an integral part of […]

I don’t think the corporate personhood should be abandoned despite the issues related to it that we have studied this term. One reason is the fact that the legal concept of corporate personhood is now so pervasive globally that we would be doing a disservice to our own corporations by limiting their rights to a […]