LAW 603 Lecture Notes - Lecture 2: Transfer Tax, Fiduciary, Oppression Remedy

• School: Ryerson University
• Department: Law and Business
• Course: LAW 603
• Professor: Patricia Hania

Document Summary

Lecture 2 chapter 22 legal rules for corporate governance. Shareholders act collectively and exercise power at shareholder meetings power in numbers (to raise attention on issues like women on boards, ceo wages, etc) Directors obligation: to call annual meetings every 15 months where: elect directors, appoint auditors (internal auditors, discuss financial statements, carry out other authorised business, provide notice to shareholders of meetings. Hareholders do(cid:374)"t a(cid:272)t i(cid:374) the (cid:271)usi(cid:374)ess spe(cid:272)ifi(cid:272)all(cid:455) (cid:271)ut i(cid:374)(cid:448)est (cid:373)o(cid:374)e(cid:455) i(cid:374) the (cid:271)usi(cid:374)ess a(cid:374)d partake in the above criteria. Proxy: the authority to represent someone else, especially in voting. Dissident: a person who opposes official policy, especially that of an authoritarian state. Canada: disclose potential conflicts and state position on issue, approval of management issue is typically by majority vote (show of hands) Shareholders and creditors entitled to reasonable access of: articles and bylaws, resolutions and minutes of shareholder meetings, share register showing all shareholders. Report of auditor (independent accountant: shareholders of small company may unanimously dispense.