Queen 's School Of Business

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QUEEN’S SCHOOL OF BUSINESS COMM 382 Business II Midterm 2015 Faye Wu 2/9/2015 1a.i) Perhaps the most important aspect of a shareholder agreement is to help resolve disputes in private companies and to settle deadlocks. Since there is only one class of shares, then all four statutory rights must attach to that class of shares such as: the right to receive dividends, the right to receive remaining property upon dissolution of the corporation, the right to receive or obtain information about the corporation and most importantly, the right to vote. By issuing an extra share to their classmate, Wilma and Betty are essentially ensuring that they will be able to break any impasses in decision making. This option is also beneficial to…show more content…
The first issue is then whether or not Wilma has a quorum when she appoints Fred and the way to protect Betty is either to ensure there are more than 2 directors or declares that a quorum must be a full board of 2 in the corporate by-laws. This means that Wilma would have to call a shareholder meeting in order to add a third director and consequently Betty would have a say as to who the other director will be. Betty will also be successful when arguing that the appointment is oppressive if she can show either that the motive was to dilute her position or if the action was not taken for the benefit of the corp. Perhaps the only good reason to get a third director is for companies that want to go public because that is a requirement by law. b) This problem addresses the issue of the regulation of a professional (in this case a consultant) where the regulator derives its authority from a provincial statute. In this problem, we are not concerned with whether Betty in fact breached the duty of confidentiality (by allegedly revealing the names of two clients and advertising in the local newspaper), but whether regulations should even be enforced against her. In this case, the first question to be asked is: Is CACP’s regulations constitutional or does it infringe Betty’s Charter right to freedom of expression under Constitution Act, Section
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