exam business framework

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School

Carleton University *

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Course

3201

Subject

Law

Date

Jan 9, 2024

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docx

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Uploaded by CorporalMetal12956

Chapter 3 : Slide Question : Discuss the history of the development of modern-day Corporate Law in Canada, including any out-of-country and internal influences. Answer: English and American antecedents were developed by corporate law, Before the 19th century, only two types of incorporation were developed for the English and Canadian legal systems. 1) Royal prerogative : the crown issued a letter patent “ royal charter” created for colonization purposes and trade. Shareholders remain liable for corporate obligations 2) A special act of legislation: Canadian legislation has passed a special act to permit the incorporation of a corporation for a particular purpose. Early Canadian Statues ● In 1894 the English Joint Stock Companies Act was established, this permitted incorporation of any type ( less restrictions ) and you only needed to register using specific documents ● Followed a registration approach only for limited purposes ● 1850 more general approach was established (an expansive approach like an American - permitting various businesses like road, mining, etc. ) this to answer the out the country's influences on Canada ● early statues have two defining characteristics that we associate with modern corporation 1) Separate legal personality ,: the corporation has its rights and can enter into a contract by itself as well as sue by itself. Has its rights 2) Limited liability: Shareholders are not liable for any damages incorporated from the companies only in certian circumstances Early statues differences : 1) Limited to only 50 years of legal life Internal influences of modern day corporate law ● 1975 new CBCA created ● 2001 new wave of corporate reform to acknowledge the advancement in technology ( ec-commence , e-voting , etc ) ● 2007 changes to the business act where made to copy the changes in the 2001 CBCA

Chapter 4: Slide Question : Discuss why incorporation under the CBCA may be preferred over incorporation under the OBCA? OBCA is made after the older beginning format for the CBCA , which is why some would prefer the CBCA over the OBCA because it is the newer more updated model for business Chapter 5 : Slide question : Business enterprises need to be concerned with many different areas of law. Discuss (worth 5 marks) what tort law is and why business enterprises need to know about it. Tort Law: refers to a branch of civil law that deals with civil wrongs or injuries caused by one party to another, resulting in legal liability. It provides a framework for businesses or individuals seeking compensation Why business enterprises need to aware : 1) Liability for tortious acts: Business can be held liable for tortious acts committed by their employees or agents directly or vicariously. this means that if an employee or agent of the business commits a tort while acting within the scope of their employment or agency the business can be held responsible for the resulting harm or damages 2) Risk Management: identify potential risk to minimize the likelihood of tortious acts, this includes implementing proper training programs, establishing clear policies and procedures and ensuring compliance with legal standards to reduce risk liability 3) Contractual obligations: Tort law intersects with contract law in certain situations. Businesses need to be aware of tortious interference with contractual relations, which occurs when a third party intentionally disrupts a contractual relationship between two parties. understand helps business understand their contractual rights and seek remedies for any interferences. 4) Reputation and public perception: A tortious act can harm a business's reputation and public perception being aware of tort law allows businesses to take steps to prevent actions that could lead to negative consequences such as defamation, product liability, or negligences. Understanding tort law helps business protect their reputation and maintain positive relationships with customers and stakeholders

5) Compliance and legal obligations: business enterprise has a legal duty to comply with tort law and ensure their action do not harm others, understanding tort law helps business navigate their legal obligation avoid potential legal disputes, and maintain ethical business practices 4. Discuss (worth 5 marks) in what instances a corporation may be found criminally liable. 1) identification theory: listed below 2) Vicariously liable: for torts committed by its employees or agents, meaning the corporation can be held responsible for the wrongful acts of its employees or agents even if the corporation itself did not commit the tort ( legal concept) 3) Can be found liable if the corporation commits the tort itself meaning the corporation is directly responsible for the wrongful act 4) Bears the risk associated with unauthorized activity and no simple statement of policy that crimes should not be committed will save the corporation from liability 5. Critically discuss (worth 10 marks) the differences among absolute liability, strict liability and men's rea offenses, including any defenses that are available to corporations for each type of offense ● Differences Offenses Absolute liability offense : type of offense where guilt is established without the need to prove a guilty mind or men’s reas. In the context of corporate liability absolute liability offense imposes liability on a corporation if a person acting on behalf of the corporation engages in the prescribed behavior, once the behaviour is proven, no defense is available to the corporation Strict Liability offenses: are offences that can be imposed on a corporation if a person acting on behalf of the corporation commits a proscribed act. These offenses do not require proof of intent or fault but rather focus on the act itself. The defense available for strict liability is the “ due diligence defense” which requires the accused to prove that they took reasonable precautions to prevent the offenses Men’s rea Offence: require guilty states of mind to be proven, these offences involve mental elements such as intention, knowledge, or recklessness. corporate liability for mens rea offenses can arise if the directing mind and will of the corporation commits or authorizes the offenses. The mental state of the accused is an essential element that

needs to be proven for a conviction. derives from common law. Historically corporations have been exempt from being convicted of offences requiring men’s rea. However with the introduction of “ identification theory, “ it holds a corporation criminally liable if the person committing the offenses on behalf of the corporation has the necessary mental state and is considered the corporation for the offenses - Defense: 1) the defense of mistake of facts may be applicable in mens rea offenses where the accused can argue that they made an honest mistake about a relevant fact; not available for absolute liability offenses. - Identification theory: is a legal concept that hold corporation criminally liable for the actions of individuals acting on their behalf. The theory focuses on whether the identity of the corporation and that of the individuals is a vital organ or a directing mind and will of the corporation. Not necessary for the directing mind to have general decision-making power over the corporation's business Chapter 6 : Rights to the classes of shares? ● Types of shares - Shares; is a bundle of rights against a corporation, representing a claim but not a property right in the corporation assets or proportionate ownership interest in the corporation itself - Common shares: the most basic type of shares typically having voting rights and the ability to receive dividends and the remaining asset upon dissolution - Preferred Shares; usually do not have voting rights but have preferences in terms of receiving fixed dividends and priority in receiving the capital invested upon dissolutions ● What is a Shareholder - A shareholder is an individual or entity that owns one or more shares of a corporation - The right to vote at any meeting shareholders - Right to receive dividends declared by the board of directors - Right to receive the property of the corporation remaining after creditors and any other person with claims against the corporation are paid in the vent of the corporation dissolutions ● The basic rules of shares? - Have the right to vote at any meeting of shareholder, recieve dividends declared by the board of directors, and receive the remaining property of the corporation after creditors and other claimants are paid - If a corporation has only one class of shares, all shareholders have equal rights and must have the three basic rights mentioned aboved ● Issue of shares and shares non-assessable? - Issues of shares; refers to the process of offering and distributing shares to investors or shareholders

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