“Ambiguities of Corporate Personality”   No, “X” could not do that because in those transactions he was operating as himself. As per Daimler, “the acts of a company’s directors, managers, secretary, and so forth, functioning within the scope of their authority, are the company’s acts.” In this instance, “X” was not functioning within the scope […]

The way that I imagine corporate personhood in my head is as a call centre. I analogize corporate personality with call centres because they likewise act as a buffer between the owners and managers and the people being affected by the actions of the corporation.   I worked at a large call centre throughout undergrad […]

Slides from today… jon

Today’s video and slides… jon

In practical terms, we know that shareholder dissatisfaction with management in a publicly traded company is most often registered through withdrawal, at least where there is a market to sell shares.  On a practical level, Cook isn’t suggesting anything unusual when he tells dissenting shareholders to sell their stock if they don’t like what he’s […]

Something I was thinking about while I was doing the assignment: how does the rule from Stilk v Myrick play into directors transferring their powers to officers? Take, for example, the scenario from assignment #2. A sole director transferring his powers to a sole officer. Officers derive their powers from directors–essentially, any powers they possess […]

The decision in Regal is quite annoying, given that the entire situation could have been avoided in a simple way. According to Lord Russell in Regal, the directors could have, had they wished, have “protected themselves by a resolution (either antecedent or subsequent) of the Regal share-holders in general meeting”. Given that these directors were […]

To briefly share my views on the discussion presented re: Peoples v Wise, I will turn to the three questions presented in the discussion activity. Consider the impact of board meetings by telephone. Soper v Canada tells us that although a director is not obliged to give his continuous attention to the company and therefore […]

CBCA s. 122(1)(a) is a fiduciary duty owed only to the corporation. Section 122(1)(b) requires directors and officers of a corporation to “exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances”. This duty of care is not owed only to the corporation (BCE v. 1976 Debentureholders). It is […]

On The Dut of Care and Directors’ Liabilities While mindlessly on a treadmill and flipping the channels, I came across a 2010 documentary named Inside Job. It was about the 2008 financial crisis and how the “Insiders” of the financial world such as investment bankers, officials (former investment bankers), and ECONOMISTS were the ones who […]

Discussion 7.5 The case of Regal (Hastings) Ltd. V. Gulliver [1942] UKHL 1 raises a number of interesting issues: The whole mess could have been avoided; Oxford & Berkshire Cinemas Ltd. ended up getting a sweet deal; and It involves Lord Denning before he was Lord Denning. I find it interesting that with a number […]

Of the provinces, BC has the second highest average cost for mandatory car insurance (second to Ontario, as of 2014). And the rates continue to rise. They are projected to increase by as much as 40% over the next three years. Despite this, ICBC’s mandatory car insurance program operates at a loss, sustained in large […]

Lecture capture and slides below… jon

7.1(3): Discussion Question: Is requiring that a report come from a “professional” before it can be relied on in good faith by directors without potential liability as set out in People’s Department Stores Inc v Wise going too far? What are the core justifications for such a requirement of “professionalism”? Very Brief Answer: Simply speaking, […]

What constitutes a “material” interest in a contract or transaction? And would a “non-material” interest be subject to the strict rule in Aberdeen Railway Co. v. Blaikie Bros.? “Material” is not defined in the BCBCA, and recent jurisprudence reveals that this area is still unsettled. In the case of Jaguar Financial Corp. v. Alternative Earth Resources Inc. […]