Canadian Business Corporations Law, 3rd Edition – Volume 3
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The third edition of Kevin McGuinness's widely cited treatise on corporate law has been fully updated to take into account the significant degree of legislative development and the enormous expansion of the volume of case law which has occurred since the previous edition was published in 2007. This increase in content has required the text to increase from one volume to three.
Provides comprehensive analysis, clarity and coverage on the gamut of Canadian corporate law topics. The author has introduced new subjects, reorganized chapters, and explored existing topics in greater detail. The full three-volume text has been reworked along more thematic lines:
- Volume 1: General Principles
- Volume 2: Corporate Governance
- Volume 3: Shareholders, Stakeholders and their Rights and Remedies
For comparative purposes, a cross section of the most significant new case law from other important common law jurisdictions – particularly the United States, United Kingdom and Australia – is included in those areas where Canadian law most closely resembles that of the jurisdiction concerned.
New In This Edition
- Expanded to 3 volumes. The subjects covered in Volume 3 focus more on the analysis and discussion of shareholders, stakeholders and their rights and remedies; the first volume is foundational in nature, covering such topics as incorporation, corporate personality and taxation and the second volume focuses more on corporate governance issues as well as the law governing the financing of corporation operations (including the process of financial control)
- The new edition covers the significant degree of legislative development in the last ten years, particularly the shift towards a more national and co-ordinated approach towards securities legislation as well as the steady spread of the Canadian Business Corporations Act approach to incorporation across Canada
- Specifically for Volume 3:
- New chapter on Oppression, Unfair Prejudice and Unfair Disregard, including an extensive discussion on the grounds and requirements for relief, evidentiary issues and defenses to these remedies
- New chapter on Derivative Actions and Other Remedies, including discussion of the nature of a derivative claim and its statutory regime
- New chapter on Arrangements and Re-Organizations, discussing such topics as arrangements under the Companies Creditors Arrangements Act (CCAA); granting a stay against creditors; administration under CCAA protection; the claims process and the plan of arrangement
- Updates to and expansion of the chapter covering Shareholders and their Rights including new discussion of shareholders as "owners" of the company, the identification of shareholders, shareholder exits and deeper discussion on shareholder meetings, proxies and proxy disclosure
- Substantial update and expansion of the chapter on Fundamental Changes including a substantial and more thorough discussion on takeover bids, as well as new coverage of multilateral instrument 61-101 – protection of minority shareholders in special transactions; appraisal and dissent rights
- Substantial update and expansion of the chapter on Winding up & Dissolution to provide a brand new discussion of the winding up of an insolvent corporation, including discussion of both receivership and bankruptcy
- Brand new chapter on the Securities Transfer Act, including coverage of dealings in both certificated and uncertificated securities
A Must-Have Resource
- Corporate and Commercial Lawyers who need an in-depth understanding of all aspects of corporate law, particularly dispute resolution, corporate compliance, mergers, and remedies of shareholders, directors, and officers
- In-house Counsel who must comply with all relevant legislation, including filings, forms, amalgamation and merger processes, and board meeting conduct
- Solicitors who need to know how to draft a corporate charter with articles, by-laws, and unanimous shareholder agreements when setting up corporations
- Accountants who need to understand the rules of corporate law and how to avoid liability when setting up corporations
- Judges who are ruling on cases dealing with business corporations in Canada
Table of contents
Chapter 20: Shareholders and their Rights
Chapter 21: Oppression, Unfair Prejudice and Unfair Disregard
Chapter 22: Derivative Actions and Other Remedies
Chapter 23: Fundamental Changes
Chapter 24: Arrangements and Re-Organizations
Chapter 25: Winding-up, Bankruptcy, Insolvency and Dissolution
Chapter 26: Investment Securities
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