Corporations I

Course number: LAW 2690

Overview

This is the introductory course in business law mandated for all second-year students. The course will cover the following topics:

  • The historical development of the corporate form of business association;
  • The process to be followed and other considerations in creating a corporation;
  • The legal personality of the corporation, which is separate from those who own shares in the corporation, and those who control its operations;
  • The liability of the corporation for contracts entered into on its behalf;
  • The ability to hold corporations liable for torts and crimes;
  • The spheres of influence of groups of individuals (shareholders, directors and officers) to affect the corporation;
  • The obligation of directors and officers (collectively, “management”) to act in the best interests of the corporation;
  • The duty of management to exercise care, skill and diligence in exercising their powers in the corporation;
  • The scope of other duties placed on management in particular circumstances;
  • The power of the court to ignore the separate legal personality of the corporation in appropriate circumstances;
  • The rights typically associated with shares, and the legal restrictions on share rights;
  • The ways in which shareholders exercise the rights given to them by their shares;
  • The ability of the courts to protect minority shareholders from the principle of “majority rule” where the majority is being unfair to the minority.
  • Legal and fiduciary concepts in commercial relationships.

Teaching Method

The teaching method for the course is a lecture-style format. However, the instructor expects that the class sessions will be interactive. This means that students will be expected to have read the assigned material prior to the class session, and be prepared to think critically about it, and comment upon it.

In terms of assessment and evaluation, the course will contain the following elements:

  • A final examination scheduled as part of the examination period. Historically, this has been a closed-book examination, with materials provided by the examiner;
  • Other elements as discussed in the Course Syllabus, distributed on the first class session of the course

Materials

The required materials for this course are:

  • MacPherson, Corporations: Cases, Materials & Perspectives (2012, available online prior to the beginning of the course);
  • Fasken Martineau DuMoulin, 2012-2013 Canada Business Corporations Act & Commentary (available from the University Bookstore prior to the beginning of the course).

The following textbooks are not required materials for the course, but may provide helpful supplementary reading for some students:

  • J. Anthony VanDuzer, The Essentials of Canadian Law – The Law of Partnerships and Corporations, 3rd ed. (Toronto: Irwin Law, 2009);
  • Bruce Welling, Corporate Law in Canada – The Governing Principles, 3rd ed. (London, Ontario: Scribblers Publishing Ltd., 2006);
  • Bruce Welling, Lionel Smith & Leonard Rotman, Canadian Corporate Law: Cases, Notes & Materials, 4th ed. (Toronto: Butterworths Canada Ltd., 2010)

INSTRUCTORAdriane Porcin

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