Can a corporation be a “shadow director” of another corporation? First, let’s look at who in general can be a director. CBCA s. 2(1) and BCBCA s. 1(1) are not very helpful in terms of narrowing down the question of who a director can be, but they are helpful in that they both implicitly allow […]

In Canada, there is no minimum standard for corporate directors. To reflect on that, it might be useful to think about who the shareholders are and how directors are selected. Shareholders are by and large sophisticated, experienced business people. They understand the qualifications and traits required of a director much better than a lay person. […]

Video & slides below… jon

The case of Ford v Dodge addresses the issue of how ‘corporate purpose’ is envisioned in the United States, and it seems to draw a fairly direct connection between said purpose and long term profit. The question of how this issue is approached by Canadian courts seems to be addressed in People’s Department Store v […]

Here is a link to The Current’s program about shipping that is quite interesting and tied very much to our class. It’s best to skip to the 12 minute mark.

Section 137(2) is necessary and worded the way it is in order to protect the interests of the corporation. For instance, if a director transferred his powers to a separate corporation (as it can be any person within or outside the corporation) of which [s]he is a sole shareholder, [s]he may use that corporation to […]

At first blush, it certainly seems that the decision in R. v. Fitzpatrick’s Fuel Ltd. is inconsistent with the Rhone v. The Peter A.B. Widener.  The court in Fitzpatrick’s Fuel considered the guidelines established in R v McNamara to determine whether the conduct of the employee should be attributable to the company. These were that the conduct was: (a) within the […]

Restricted businesses and powers (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 a […]

In CDEF v Canadian Pickles Iacobucci J stated that “the general abolition of the doctrine of ultra vires is in accordance with sound policy and common sense”, because the original purpose of the doctrine (to protect creditors) had been largely frustrated. Section 33(2) abolishes the doctrine of ultra vires for corporations incorporated under the BCBCA. […]

Video (including exciting fire alarm footage), plus slides, below… 😉 jon

While at first glance it seemed to me that the judgments from these two cases were irreconcilable, I have come to find some distinctions between them which may ultimately hold little weight, but are, in my opinion, nonetheless interesting and noteworthy in assessing the question of the particular point at which an employee ought to […]

If I’m understanding Lord Hoffman’s judgment correctly, he is arguing that our focus on the analogy of the “directing mind” obscures its true purpose, which is to identify the person designated by the relevant attribution rule as liable. As “the question is one of construction rather than metaphysics” (para 22), we need to derive the attribution […]

The final part of the trilogy in video & slides… jon

In my opinion, the decisions in Rhone and Fitzpatrick’s are not reconcilable. In Rhone the court lays out that “the key factor which distinguishes directing minds of normal employees is the capacity to exercise decision-making authority on matter of corporate policy, rather than merely to give effect to such policy on an operational basis”.  The […]

Video and slides below. The video is slightly truncated because the recording time was accidentally set for a class different from ours. That said, in substantive terms only one major case is missing and I was going to try and synthesize the lessons of that one (Pocklington) at the beginning of next class anyways… jon