Exam 16: The Corporate Form: Operational Matters

A corporation's preferred shares generally carry the right to share in dividends,the right to vote,and a right to share in the proceeds on dissolution.

An oil company has been found guilty of an environmental crime.What must a court use in order to ensure remedial steps are undertaken to prevent the likelihood of a subsequent offence?

What type of liability is imposed by a court where it is not open to the accused to show he was without fault?

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.

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.

By a two-thirds majority vote,EcoGreen Inc.'s shareholders approved a proposed amendment to the articles of incorporation allowing for the public ownership of the company's shares and the adoption of a dual-class share structure.Zoe voted against the change.What is Zoe's best solution to her dissatisfaction?

In litigation involving a promoter,one of the parties named in a contract is described as an entity yet to be incorporated.Under what circumstances will a court find the promoter NOT to be personally liable?

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

A court has examined evidence regarding how clearly an opportunity had been identified by a corporation and how close it was to acquiring the opportunity.What subject was the court seeking to determine?

Of the 1000 issued and outstanding common voting shares of Trunda Adventures Corp.,Isaac holds 501,Marielle holds 250,and Lorenzo holds the remaining 249.Which of the following rests only with Isaac based on this arrangement?

What do primary liability and vicarious liability have in common?

In BCE v.1976 Debenture Holders,(2008)SCC 69,the court opined that the directors need to treat affected stakeholders fairly,commensurate with the corporation's duties as a responsible corporate citizen.Which of the following is a valid criticism of the Supreme Court's ruling in this matter?

What common law decision provides the leading analysis of the principles underlying the corporate opportunity doctrine?

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

Remy is the president of Envirotox Inc.,a corporation that specializes in the storage of toxic waste.One of Envirotox's trucks was in an accident while transporting toxic waste,and the corporation is expecting prosecution under environmental protection legislation.Which of the following describes Remy's personal liability under environmental legislation?

The dissent and appraisal remedy can be utilized to require a corporation to buy the shares of a shareholder who dissents from certain fundamental changes.

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.

The oppression remedy is a personal action that can be brought by shareholders,creditors,directors,and officers.

The directors' fiduciary duty changes when the corporation moves into the vicinity of insolvency.

What are the two distinct forms of corporate tort liability?