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Full-Text Articles in Law
Addressing The Tension Between Directors' Duties And Shareholder Rights - A Tale Of Two Regimes, Sean Vanderpol, Edward J. Waitzer
Addressing The Tension Between Directors' Duties And Shareholder Rights - A Tale Of Two Regimes, Sean Vanderpol, Edward J. Waitzer
Edward J. Waitzer
There is a basic tension inherent in the regulation of corporations between the role to be played by boards and that to be played by shareholders. Boards have the statutory responsibility to manage the business and affairs of the corporation, and owe an express duty to act in the best interests of the corporation. Shareholders, however, are the ultimate ‘owners’ of the corporation, and have the ability to elect and remove directors. Canadian courts and securities regulators have long struggled with this tension in determining the roles to be played by each in transactions that pose the potential for conflicts …
Peoples, Bce, And The Good Corporate "Citizen", Edward J. Waitzer, Johnny Jaswal
Peoples, Bce, And The Good Corporate "Citizen", Edward J. Waitzer, Johnny Jaswal
Edward J. Waitzer
This article considers the use of various legal instruments to advance a more expansive but well-defined view of directors' duties and discretion--a view which focuses on the longer-term interests of the corporation. We begin with an attempt to clarify the nature of directors' statutory duties under Canadian corporate law. We then consider the recent decisions of the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE v. 1976 Debentureholders, in which the Court took a broad view of corporate purpose, but failed to provide clear logic or operational guidance as to consequential directorial responsibilities. …
Politics Of Knowledge Dissemination: Corporate Reporting, Shareholder Voice, And Human Rights, Aaron A. Dhir
Politics Of Knowledge Dissemination: Corporate Reporting, Shareholder Voice, And Human Rights, Aaron A. Dhir
Aaron A. Dhir
This article considers the relationship between social disclosure and corporate accountability in Canada. It focuses on the potential benefits social disclosure can provide in terms of the overall human rights project. I explore this issue with reference to the broader theoretical frameworks of new governance and reflexive law. White I ground my analysis in these analytical approaches. I distance myself slightly from particular arguments in the literature to date: specifically, the argument that the disclosure process will result in self-correcting behaviour on the part of corporate decision makers. Rather, I argue that the value of social disclosure may lie more …
The Tort Foundation Of Duty Of Care And Business Judgment, Robert Rhee
The Tort Foundation Of Duty Of Care And Business Judgment, Robert Rhee
Robert Rhee
This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …
Teacher's Manual For Lawyers, Clients And Moral Responsibility, Thomas Shaffer, Jeffrey Bauman, Elliott Weiss, Alan Palmiter
Teacher's Manual For Lawyers, Clients And Moral Responsibility, Thomas Shaffer, Jeffrey Bauman, Elliott Weiss, Alan Palmiter
Thomas L. Shaffer
No abstract provided.
The Worst Of Both Worlds: The Wild West Of The “Legal” Marijuana Industry, Luke Scheuer
The Worst Of Both Worlds: The Wild West Of The “Legal” Marijuana Industry, Luke Scheuer
Luke M Scheuer
As states have legalized marijuana, they have created a booming industry that operates in violation of the federal Controlled Substances Abuse Act. Like the tobacco and alcohol industries, this new legal marijuana industry has the potential to do great harm to American consumers and communities if it is not disciplined and restrained in how it sells and develops its products. Unfortunately the federal government has not yet stepped in to regulate the industry and state governments have imposed only limited controls. In addition, because of the increased threat of criminal and civil liability hanging over the industry, it has been …