Corporations I (Larocque)

Course Number
Course Description

This course is designed to expose you to the basics of business law. Some of you may have no intention of practising business law when you graduate from Robson Hall. However, this is a required course because 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. 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. In addition, this course will consider some application of corporate law in relation to Indigenous economic development.

Teaching Method

This course will be taught via weekly video teleconference (Zoom) during the scheduled class sessions. Students will receive weekly invites to a Zoom session. Classes will be recorded and can be provided upon request. Course materials and communications will be through UMLearn.


Open-book exam worth 100% of the final grade.

Course Materials

MacPherson, Corporations: Cases, Materials & Perspectives (available on the UMLearn course website)
Optional: Fasken, 2021/2022 Canada Business Corporations Act & Commentary (Toronto: Lexis-Nexis Butterworths, 2020) (available in the University Bookstore) (you can also get the statutory materials from CanLII if you do not wish to purchase it)
Optional: J. Anthony vanDuzer, The Law of Partnerships and Corporations, 4th ed. (The Essentials of Canadian Law series) (Toronto: Irwin Law, 2018) (available online through the University of Manitoba Libraries website, if you do not wish to purchase it)