Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

Articles 1 - 19 of 19

Full-Text Articles in Law

Providing For Victim Redress Within The Legislative Scheme For Tackling Foreign Corruption, Joanna Harrington Jan 2020

Providing For Victim Redress Within The Legislative Scheme For Tackling Foreign Corruption, Joanna Harrington

Dalhousie Law Journal

This article examines the prospects for victim redress for the corporate commission of foreign corruption, using Canada as a case study. Such cases are typically addressed by negotiated settlements, with Canada’s new “remediation agreement” regime embracing an intention to provide “reparations for harm done to victims or to the community.” Further work, however, needs to be done on defining who is a victim, with the SNC-Lavalin affair having focussed much attention on employees, pensioners and shareholders, with barely a mention of the overseas victims of the alleged crimes. To this end, the article examines comparable efforts undertaken in England ...


Introduction, Kim Brooks Dec 2019

Introduction, Kim Brooks

Dalhousie Law Journal

At Schulich, we see business law in a broad frame and understand that business law and policy includes the role of businesses in environmental protection, sustainable investing, inter-nation equity, and access to justice. We understand that businesses operate in broad social, economic, and political contexts, and as a community of scholars we care about the interactions of business law and policy with technology, governance and stakeholder rights, and economic, social and environmental justice. We hope that this collection advances vital scholarly and policy conversations.


Third-Party Liability Of Directors And Officers: Reconciling Corporate Personality And Personal Responsibility In Tort, Michael Marin Dec 2019

Third-Party Liability Of Directors And Officers: Reconciling Corporate Personality And Personal Responsibility In Tort, Michael Marin

Dalhousie Law Journal

When is a director or of�� cer personally liable in tort to a party who is not the corporation he or she serves? In Canada, there is no clear answer. The law is marked by division both within and between appellate courts, resulting in judgments that are hard to reconcile and verge on arbitrary. This is likely attributable to the mistaken belief that there is a tension between personal liability and corporate personality, as well as the disputed relationship between common law and statutory obligations. To address these challenges, most Canadian courts have followed a threshold corporate law analysis, which ...


Evaluating Canadian Tax Remission Orders: A Debt Relief Vehicle For Taxpayers, Samuel Singer Dec 2019

Evaluating Canadian Tax Remission Orders: A Debt Relief Vehicle For Taxpayers, Samuel Singer

Dalhousie Law Journal

Tax remission orders, although rare, serve important functions in the Canadian tax system. This paper draws from a comprehensive study of federal tax remission orders issued between 1998 and 2017. It presents general findings about remission orders in that time period, including remission order applications, their reported costs, and the number of remission orders issued. The paper identifies the five most common categories of reasons cited for granting remission orders. It then applies tax policy analysis to assess the two most frequent reasons for grating remission orders: to provide debt relief for financial hardship and/or extenuating circumstances, and to ...


A Survey And Critique Of The “Seller In Possession” Statutory Regimes Of Common Law Canada: An Abc Prequel, Clayton Bangsund Dec 2019

A Survey And Critique Of The “Seller In Possession” Statutory Regimes Of Common Law Canada: An Abc Prequel, Clayton Bangsund

Dalhousie Law Journal

The article examines the various provincial and territorial statutory regimes that apply to resolve title disputes emanating from a “seller in possession” scenario in which an initial buyer leaves bought goods in the possession of a seller who then transfers them to a subsequent bona de purchaser. Presently there are four distinct statutory models in force across common law Canada. Some provinces and territories incorporate modernized electronic personal property registry infrastructure into their statutory priority regimes, while others do not. The author undertakes a comparative assessment of the four models, highlights their strengths and weaknesses, and asserts that Model 2 ...


Disrupting Business As Usual: Considering Teaching Methods In Business Law Classrooms, Jeffery Hewitt, Shanthi E. Senthe Dec 2019

Disrupting Business As Usual: Considering Teaching Methods In Business Law Classrooms, Jeffery Hewitt, Shanthi E. Senthe

Dalhousie Law Journal

The Truth and Reconciliation Commission of Canada (TRC)’s Calls to Action propose signimcant changes to legal education. No law school classroom is exempt, including business law courses. We are two of a growing number ofscholars in the legal academy actively incorporating Indigenous laws, critical race theory and socio-economic perspectives into business law courses as part of our responses to the TRC. This paper explores a field school we developed at Windsor Law as a response to the Calls to Action. In a temporary fusion of two courses, Secured Transactions along with Indigenous Peoples, Art & Human Rights, a synergy emerges ...


Manufacturing Consent To Climate Inaction: A Case Study Of The Globe And Mail ’S Pipeline Coverage, Jason Maclean Dec 2019

Manufacturing Consent To Climate Inaction: A Case Study Of The Globe And Mail ’S Pipeline Coverage, Jason Maclean

Dalhousie Law Journal

Canada has long been a climate change policy laggard. Canada is among the world’s poorest-performing countries in terms of climate action—not only is Canada’s greenhouse gas emissions-reduction target under the Paris Agreement insufficiently ambitious, Canada is not even remotely on track to meet it. Canada’s enduring inaction on climate change is legitimized and sustained by its mainstream corporate news media, which contribute to the oil and gas industry’s capture of Canadian climate and energy policy. In this article, I examine how Canada’s leading national newspaper, The Globe and Mail, editorially framed the completion of ...


Reorganizations, Sales, And The Changing Face Of Restructuring In Canada: Quantitative Outcomes Of 2012 And 2013 Ccaa Proceedings, Alfonso Nocilla Dec 2019

Reorganizations, Sales, And The Changing Face Of Restructuring In Canada: Quantitative Outcomes Of 2012 And 2013 Ccaa Proceedings, Alfonso Nocilla

Dalhousie Law Journal

This article examines quantitative data on the outcomes of proceedings under the Companies’ Creditors Arrangement Act (CCAA), Canada’s principal statute for resolving large, complex corporate insolvencies. In particular, this article compares the durations, direct costs, and returns to different classes of creditors generated by traditional reorganizations under the CCAA and by “liquidating CCAAs”—that is, proceedings in which the insolvent debtor sells substantially all of its assets rather than reorganizing itself. The article makes a number of contributions to the existing scholarship. Firstly, quantitative data on CCAA proceedings are rare. The data examined here, collected by the author from ...


Corporate Risk And Climate Impacts To Critical Energy Infrastructure In Canada, Rudiger Tscherning Dec 2019

Corporate Risk And Climate Impacts To Critical Energy Infrastructure In Canada, Rudiger Tscherning

Dalhousie Law Journal

Recent climate events such as Hurrican Harvey in Texas foreshadow the dangers that could result from critical energy infrastructure failure in Canada due to physical impacts caused by climate change. This article examines the types of climate impacts that could affect critical energy infrastructure in Canada. The article argues that these impacts translate into three types of corporate risk to the owners and operators of the critical asset: economic risks to the infrastructure asset; management and operational risks to the corporation; and risks arising from corporate disclosure obligations. Applying the theoretical approach of "risk management," the article concludes that, on ...


Unlimited Liability In The Modern Context: An Examination Of Shareholder Liability In Nova Scotia Unlimited Liability Companies, Sarah P. Bradley Apr 2015

Unlimited Liability In The Modern Context: An Examination Of Shareholder Liability In Nova Scotia Unlimited Liability Companies, Sarah P. Bradley

Dalhousie Law Journal

For over 30 years, unlimited liability companies have been ubiquitous in USCanadian M&A transactions. Typically interposed between a US parent company and a Canadian operating company, these entities quietly function to make such structures more tax efficient. They are facilitated by Nova Scotia's venerable Companies Act, which has allowed for the incorporation of corporations with unlimited liability for over a hundred years. Unlimited liability of shareholders is the singular defining characteristic of the ULC, but the precise nature of ULC shareholder liability was apparently regarded as something of a technicality and rarely, if ever, closely examined in the ...


A Canadian Model Of Corporate Governance, Carol Liao Oct 2014

A Canadian Model Of Corporate Governance, Carol Liao

Dalhousie Law Journal

What is Canada s actual legal model to govern its corporations? Recent landmark judicial decisions indicate Canada is shifting away from an Anglo-American definition of shareholder primacy Yet the Canadian securities commissions have become increasingly influential in the governance sphere, and by nature are shareholder-focused. Shareholders' rights have increased well beyond what was ever contemplated by Canadian corporate laws, and the issue of greater shareholder vs. board control has now become the topic of live debate. These conflicting theoretical positions have enriched the dialogue on the current environment of Canadian corporate governance. This qualitative study brings together some of Canada ...


Bad Company! The Assumptions Behind Proxy Advisors' Voting Recommendations, Bryce C. Tingle Oct 2014

Bad Company! The Assumptions Behind Proxy Advisors' Voting Recommendations, Bryce C. Tingle

Dalhousie Law Journal

The corporate governance challenge for Canada is to improve the quality of its corporate performance, which has been declining relative to its international peers for decades. This is quite different from the usual assumption that corporate governance is primarily a matter of controlling managerial self-dealing. While important, board monitoring of management is only one aspect of its role in a corporation; research suggests corporate governance arrangements have a significant impact on corporate outcomes, particularly in areas such as innovation where Canada lags. Third-party proxy advisory firms, which provide advice to institutional investors in Canada on corporate governance matters, have grown ...


Shareholder Liability In Nova Scotia Unlimited Companies, Mohamed F. Khimji Oct 2014

Shareholder Liability In Nova Scotia Unlimited Companies, Mohamed F. Khimji

Dalhousie Law Journal

Unlimited Companies incorporated under the Nova Scotia Companies Act (NSULCs) have, in recent decades, become recognized as tax efficient forms of business organizations. NSULCs differ from conventional business corporations in that their shareholders are exposed to liability for corporate obligations under the enabling legislation. This paper attempts to provide an analysis of the precise nature of unlimited liability faced by shareholders in such entities in response to recent bankruptcy litigation in the U.S. that raised the issue of the relationship between a shareholder's liability for a debt of the firm under the enabling legislation and under a contractual ...


Anglo-American Directors' Legal Duties And Csr: Prohibited, Permitted Or Prescribed?, Benedict Sheehy, Donald Feaver Apr 2014

Anglo-American Directors' Legal Duties And Csr: Prohibited, Permitted Or Prescribed?, Benedict Sheehy, Donald Feaver

Dalhousie Law Journal

The interaction between corporate social responsibility (CSR) obligations and directors' legal duties is underexamined. This article addresses that void by examining directors' duties in case law and legislation across the major commonwealth countries and the U.S.A. It provides an analysis of leading cases and examines how they deal with directors' duties, the doctrine of shareholder primacy, corporate legal theory and CSR. The article reviews fiduciary relations and duties and analyzes the directors'duties toexercise power in the best interests of the company as a whole and for proper purposes. The article concludes that CSR is well within the ...


Dual Class Shares In Canada: An Historical Analysis, Stephanie Ben-Ishai, Poonam Puri Apr 2006

Dual Class Shares In Canada: An Historical Analysis, Stephanie Ben-Ishai, Poonam Puri

Dalhousie Law Journal

Dual class shares have been used by Canadian corporations to access public capital markets for the past sixty years. The debates surrounding the regulation of dual class shares have been reenergized. The authors of this article argue that only by looking to the legitimating role of nationalist policy, legislation and discourse in the historical development of dual class share structures can we derive context to the current debates surrounding the regulation of dual class shares and obtain a fuller understanding of the contemporary issues theypresent. Based on an analysis of the use of dual class shares as a financing technique ...


The Corporate Social Responsibility Movement - The Latest In Maginot Lines To Save Capitalism, H J. Glasbeek Mar 1988

The Corporate Social Responsibility Movement - The Latest In Maginot Lines To Save Capitalism, H J. Glasbeek

Dalhousie Law Journal

The modem corporation bad a battle to be accepted as a legitimate institution. In England it was initially seen as a device which might lead to the undermining of individual responsibility, in the United States as subjugating the individual and individualism to the needs of the organization, and in Canada as offending the dignity of labour and endangering the political entente. In 1932, Berle and Means showed that most of the wealth in the United States was in the hands of corporations and a large proportion of that corporate wealth was controlled by a relatively small number of dominant corporations ...


The Take-Over Bid By Private Agreement: The Follow-Up Offer Obligation, Bruce Bailey, Purdy Crawford Oct 1983

The Take-Over Bid By Private Agreement: The Follow-Up Offer Obligation, Bruce Bailey, Purdy Crawford

Dalhousie Law Journal

The acquisition of control of a public corporation by the private purchase of shares from a controlling shareholder' or a control group has been one of the most controversial issues in corporate and securities law and has been the subject of a continuing debate. 2 The purchase of corporate control raises the fundamental issue of the extent to which a controlling shareholder should be permitted to dispose of his shares at a premium without sharing the premium with minority shareholders. Securities law in the United States does not require equal treatment where control is acquired by private agreement, 3 but ...


Corporate Governance And Minority Rights, A. J. Maclntosh Oct 1983

Corporate Governance And Minority Rights, A. J. Maclntosh

Dalhousie Law Journal

Anglo-American corporate law has developed on the premise that ordinarily the majority is entitled to rule. Nevertheless, the courts have recognized the dangers in permitting tyranny by the majority and have given relief in cases where they believed the majority was clearly abusing its powers. Courts have had little difficulty in doing this where it was clear that the majority was practising fraud in the sense that it was appropriating to itself property or benefits which, in the view of the courts, belonged to the corporation or, as it was sometimes put, to the body of shareholders as a whole ...


Procedures For Meetings And Organizations, Innis Christie Jun 1956

Procedures For Meetings And Organizations, Innis Christie

Dalhousie Law Journal

Why would an academic psychologist and an academic engineer write a book about "how to set up organizations" and run their meetings? The authors do not answer that question in their preface so we are free to speculate that this is their escape from the "meeting madness" that threatens every academic. They have attempted not only to bring some order into that omnipresent aspect of their own lives but also to share the fruits of their efforts with the rest of us in this very fine handbook.