I think imposing a minimal requirement of having some independent directors in publicly held corporations is a justified requirement. The concept of having at least some directors who have no other role in the corporation seems intuitively appealing: it seems that these directors would assuredly provide a neutral perspective, and it also seems that these […]

We’ve used the travails at Wells Fargo as an example/scapegoat at various times this semester.  Below is a link to an absolutely fascinating interview with Warren Buffett that will provide additional perspective and likely trigger deeper thoughts no matter where you stand on the issues raised. An investment (pardon the pun) of less than fifteen […]

Consider whether a corporation can be a “Shadow Director” of another corporation. From our notes we know that a “de facto” or “shadow director” is “a person in accordance with whose directions or instructions the directors of the company are accustomed to act”.  A “shadow director” can be distinguished form a “de facto director” because […]

Quite a day. Memorable in its own unique way. Grateful that it started at UBC with so many thoughtful and conscious people. Thank you. No lecture capture, so just slides below. jon

The BCBCA does not recognize Unanimous Shareholder Agreements (USA), and instead includes s 137(1) and (2). While both models allow for flexibility in the architecture of the corporation, the wording of the BCBCA provision provides some interesting differences compared to the USA provision that is found in the CBCA (s 146). For one, the provision […]

The BCBCA does not recognize unilateral shareholder agreements (USA). These are a type of shareholder agreement that is recognized under the CBCA and are used to limit some or all of the directors’ powers and ability to manage the corporation. Section 137 of the BCBCA is analogous to USAs as it provides for the limitation […]

The UBC Centre for Teaching, Learning & Technology piece that included footage taken in the class has been posted. It is actually about some of the open pedagogies incorporated through our course website and the use of lecture capture. Since the interview with me was actually filmed the week before Biz Org started, my reference […]

Today’s video & slides…. jon

I think that it may be possible for a corporation to be a shadow director of another corporation. A key distinction between a shadow and de facto director is the fact that a shadow director claims not to be a director. Since they are not purporting to be an actual director of the company they […]

1. Why do you think section 137(2)(b) of the BCBCA is necessary and worded the way it is?  I believe that section 137(2) of the BCBCA is necessary to prevent any confusion that might arise from overlapping jurisdiction. In the event that powers of the directors were transferred, situations could arise where directors nonetheless claimed […]

I think this question is, in fact, more complex than it might seem on first glance. At the end of the day, however, I think the reasonable answer is that a corporation cannot be the shadow director of another corporation. My first impulse was to say that yes, a corporation could be the shadow director […]

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. […]

Unfortunately the experiment of recording Wednesday’s talk didn’t really work, so am afraid all we have are the slides. Here they are… jon

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 […]

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 […]