Question 1

The steps involved in winding up a corporation are relatively simple and straightforward, making it no more or less feasible than simply allowing a company to lapse.

Accepted Answer

Winding up a corporation involves several legal procedures, such as approval from shareholders, paying off debts and taxes, and distributing assets. This process is usually more complicated and time-consuming than simply letting a company lapse, which involves letting the business registration expire without taking any action.

Question 2

Briefly discuss the oppression remedy. Identify the categories of conduct a court would usually find to be oppressive in nature.

Accepted Answer

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Question 3

Discuss the amendments to Canada's Criminal Code pertaining to the type of individuals who may trigger an organization's criminal liability. Include an explanation of the law prior to the amendments and the subsequent effects of the amendments.

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Question 4

Identify the source of and briefly discuss the present standard of care with respect to the duty of competence owed to a corporation.

Accepted Answer

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Question 5

A unanimous shareholder agreement is an agreement that defines the relationship among people who have an ownership interest in a corporation.

Accepted Answer

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Question 6

Identify the elements that the court has recommended be examined in order to determine whether the appropriation of a corporate opportunity by a director or officer is a breach of fiduciary duty.

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Question 7

Identify and briefly explain the amendments to the Criminal Code regarding the level of fines that may be imposed on a corporation as a result of a positive finding of that corporation's criminal liability.

Accepted Answer

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Question 8

Briefly discuss statutory derivative actions, including what they permit and what is required for their commencement.

Accepted Answer

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Question 9

A shareholders' agreement is an agreement among all shareholders that restricts the powers of the directors to manage the corporation.

Accepted Answer

A shareholders' agreement is a contract between shareholders that governs their relationship and the way the corporation is managed. It may contain provisions that supplement or modify the corporation's bylaws or articles of incorporation, but it cannot override or negate the authority of the directors to manage the business and affairs of the corporation, as prescribed by law. Shareholders can elect directors and vote on matters that require shareholder approval, but they cannot interfere with the day-to-day operations of the corporation or micromanage its officers or employees. Therefore, a shareholders' agreement cannot restrict the powers of the directors to manage the corporation.

Question 10

In assessing a claim for oppression, a court must determine (i) whether the evidence supports the reasonable expectation of the stakeholder, and (ii) whether the reasonable expectation of the stakeholders was violated by the oppressive conduct. Identify the factors that must be considered by the court in order to answer both of these questions.

Accepted Answer

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Question 11

Identify and briefly explain the factors that a court must consider when setting fines or imposing other penalties on a corporation found to be responsible for the commission of a criminal offence.

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Question 12

Identify and briefly describe the circumstances that would permit the enforcement of a self-dealing contract under the Canada Business Corporations Act.

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Question 13

The existence of the derivative action remedy means that directors are unable to treat the corporation as their own personal fiefdom with impunity.

Accepted Answer

The derivative action remedy allows shareholders to take legal action on behalf of the corporation against directors who have breached their fiduciary duties or mismanaged the corporation. This means that the directors cannot act in their own interests at the expense of the corporation without consequence, as shareholders are able to hold them accountable through the derivative action remedy.

Question 14

In assessing a claim for oppression, a court must, among other things, determine whether the evidence supports a reasonable expectation of the stakeholder.

Accepted Answer

This statement is true as the court must consider whether there was a reasonable expectation of the stakeholder being oppressed in order to establish a claim for oppression.

Question 15

Briefly explain how corporate directors are able to meet their statutory standard of care, and identify the various methods that directors should employ to achieve this goal.

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Quiz 16: The Corporate Form: Operational Matters