https://www.thestar.com/news/world/2016/12/07/report-corporate-secrecy-makes-canada-a-haven-for-white-collar-crime.html\ Transparency International (whose website describes them as a global civil society organization leading the fight against corruption..) is calling for a public registry of the real owners behind corporations.  According to them, it’s easier to incorporate a company in Canada than it is to get a library card (which I can attest to having […]

On my reading of the provision, the effect is roughly that of a strong admonition.  Subsection (1) commands that a corporate person refrain from certain actions.  It is worded as if it were mandatory, and its codification in statute would appear to lend it gravity.  But while its practical effect is almost entirely undermined by […]

I think that s. 30 of the BC Business Corporations Act could and should simply be eliminated and replaced by an inclusive list of rights, powers and privileges. Simply put, corporations are not people. I do not believe that they should be considered people.  I personally don’t believe that there is any benefit to invoking […]

Encana, Talisman Energy, Suncor Energy, Husky Energy, Nexen, Syncrude. All Canadian petroleum companies. More importantly, all publicly traded companies. Strike suits have been long considered nuisance actions, meant to make a quick buck at the expense of the corporation. My proposal is this: purchase shares in oil companies, and then file class actions whenever a […]

Our recall of the Frankenstein story might be that a young scientist created a freak who went beyond its creator’s control, turned into a criminal, and haunted him till he collapsed. However, the original storyline is much richer than that. Let me briefly review the ways in which corporations are analogous to Frankenstein’s creature: Both […]

**WESTWORLD SPOILERS FOLLOW**     Westworld is a futuristic theme park, filled with artificially intelligent robots that look and behave in a way that is shockingly similar to real people. The theme park is set on the Western frontier during the civil war. The robots have personalities and backstories that match the setting, and though […]

As I was re-reading and reviewing my notes, one theme that kept popping up is how troublesome this “fiction” of corporate personhood can be.  It feels a bit like the chicken and the egg.  Is “corporate personhood” a natural product of the legal analysis, flowing out of concepts like shareholder limited liability and the fact […]

As I was studying for my jurisprudence class, I came across a philosopher whose ideas appear to be directly transferable to an issue in company law: that of trying to discern what it means to be “in the best interests of the corporation”. Jeremy Bentham measured right and wrong as “the greatest happiness of the […]

Was curious so fed the course materials into a word-cloud generator to see what would happen. The results in the shape of a corporate briefcase are below…. jon

As a director, James Beatty owed a duty to North-West Transport Co., however, while wearing his shareholder “hat” he did not owe that same duty.  I wouldn’t say the shareholder vote that allowed him to personally enter into the contract of sale relieved him of that duty, I think it just gave him another “hat” […]

Unfortunately lectutre capture was unavailable today, and yet again I failed miserably at recording video off my MacBook. My apologies….yet again. But thanks to an intrepid class member there is audio of really good quality… Click on image below to get to the audio. Note that logistics start at 1:14 with the actual talk beginning […]

Apple, the company that makes those skinny overpriced laptops, has adopted certain corporate practices intended to forestall the Earth becoming an inhabitable wasteland. With apologies to Douglas Adams, this has made a few people very angry, and is regarded by them as a bad idea.   The proposed resolution, requiring that Apple abandon sustainability initiatives […]

“When we hang the last capitalist, another will appear to sell us the rope” – Variously attributed to Marx, Lenin, Stalin, and your annoying friend who reads too much Chomsky.   One of the best features of Association Football/ Soccer, in my opinion, is that it has 17 clear rules, and that those allow for […]

This sounds a bit like a “let bygones be bygones” approach to a company’s ultra vires acts. The provision is basically saying that a company must not do anything that it is restricted from doing by its memorandum or articles, but that if the company does something that is restricted, that act will not be […]

I would say that the policy justification for this result is that the Court understands shareholders role as supervising management as an acting body in respect of the corporation’s interests rather than as individual shareholders in respect of their own ends.   In this case, Hercules and Mr. Freed clearly indicated that their claim against […]