Corporate Law

This course is designed to expose you to the basics of business law. Some of you currently have no intention of practicing business law when you graduate from Robson Hall. However, this is a required course because the Faculty of Law believes – and I agree – that every lawyer should understand that business law does the following: (i) helps to drive both economic development and encourage investment; (ii) confers advantages on some groups (like shareholders), and disadvantages on others; (iii) tries to protect certain groups (like employees) in specific situations; (iv) uses certain doctrines and devices to accomplish all of this. The main focus is on corporations, because corporations are the predominant form of business organization in Canada today. Also, the law of corporations can be substantially different from that with which non-business students are most likely already familiar. Therefore, corporations are for many students both more commonly used, and less than intuitive, than other forms of business organization. We will also refer to other forms of business organization (such as the sole proprietorship and the partnership), but they will not be the main focus of this course. The course is introductory so that everyone who graduates from Robson Hall will have an understanding of the basic concepts and issues in modern corporate law, so that any student can spot corporate-law issues and explain the problems to others, include other lawyers, should that need arise. To that end, the course has been organized under what I refer to as the “four pillars” of modern Canadian corporate law. These are: (a) separate legal personality of the corporation; (b) management power; (c) majority rule; and (d) minority protection. Each of these takes up its own part of the casebook. It is important that all students get an introduction to all four of these areas that are essential to an understanding of Canadian corporate law. Subsequent elective courses in the corporate-law curriculum at Robson Hall will build on this introduction, if students wish to pursue business law in more depth. At the end of this course, you should be able to: (a) Describe the history and development of the modern corporation; (b) Compare and contrast the three main forms of business organization in use in Canada today; (c) Compare and contrast the different types of incorporating statutes in use in Canada today; (d) Describe the process of creating a corporation under the predominant model of incorporation in use in Canada today; (e) Describe the separate legal personality of the corporation; (f) Analyze the impact that the concept of the separate legal personality of the corporation has on how the corporation can: (i) enter into contracts; and (ii) commit torts and crimes; (g) Discuss the basic concepts of management power, including the statutory division of powers under the Canadian Business Corporations Act; (h) Discuss the duties and obligations of management and how these duties and obligations can and do constrain the choices that management may make; (i) Analyse when and how the separate legal personality of the corporation will or might be ignored by the courts; (j) Explain the concept of share rights and the types of rights and powers granted to shareholders pursuant to their shares, and how and why different classes of shares may be used within the corporation; (k) Discuss the general role of shareholders in corporate affairs; (l) Discuss the protection of corporate stakeholders through business organizations law; (m) Understand the nature of the minority-protection mechanisms under the CBCA, and when and how the courts will apply them; (n) Apply the knowledge of the law gained in the course to provide a just resolution to problems; and (o) Communicate ideas in a coherent fashion.