Canadian Corporate Law - Cases, Notes & Materials, 4th Edition
This book provides a comprehensive review of Canadian corporate law and relevant cases. It is a useful learning tool for the study of corporate law and includes notes, questions and commentary throughout.
This edition features discussion of the new Quebec Business Corporations Act, which will bring much of Quebec law in line with the Canada Business Corporations Act, and the effect and ramifications of recent groundbreaking cases such as BCE Inc. v. 1976 Debentureholders, 2008 SCC 69 (S.C.C.), which has significant impact on director's obligations and minority shareholder's remedies.
Table of contents
Chapter 1: Partnerships
When Does a Partnership Exist?
The Legal Nature and Characteristics of Partnerships
How Partnerships Conduct Business
Dissolution of Partnerships
What is a Limited Liability Partnership?
When Does a Limited Partnership Exist?
The Legal Nature of a Limited Partnership
Chapter 2: The Canadian Constitution
The Constitutional Framework
Legislative Power to Create Corporations
Regulating Corporate Activity
The Canadian Charter of Rights and Freedoms
Chapter 3: The Corporate Constitution
The Function of a Constitution
Types of Corporate Constitution
Chapter 4: The Corporation as a Legal Person
What is a Corporation?
The Principle of Corporate Personality
Questioning the Principle: The "Corporate Veil" Theory
Corporate Personality in Practice: Some Problem Areas
Chapter 5: Corporate Obligations
Introduction to Two Theories
Crime and Tort: Establishing Corporate Mens Rea
Contracts: Agents, Outsiders and Corporate Liability
Chapter 6: Incorporation and Pre-Incorporation Transactions
The Details of Incorporation
The Corporate Name
Chapter 7: Corporate Management
Management's Role: Theory and Practice
Managers' Legal Obligations
Managers' Fiduciary Obligations
Chapter 8: Majority Rule
Are There Legal Restrictions on How Shareholders Vote?
Chapter 9: Minority Protection
The Reformed Statute Response
Statutory Representative Action
Compliance and Restraining Orders
The Oppression Remedy
Investigations, Audits and the "Big D" Director
Chapter 10: The Corporate Capital Structure
Debt and Shares Contrasted