LS283 Lecture Notes - Lecture 18: Fiduciary, Financial Instrument, Oppression Remedy
20 Mar 2019
School
Department
Course
Professor
Document Summary
A corporation cannot be the director of a corporation. Recall that it can be circumscribed by responsibility for the debts and liabilities of the corporation as well as personal liability from relationship to corporation. Piercing the corporate veil: holding the owners of a corporation personally liable for the corporation"s acts (salomon principle) Statutory liabilities if also a director and/or senior officer. Receive notice of and attend annual shareholder meeting. Corporate relationships/chain of responsibility established in governing business legislation. Shareholders elect board of directors, board of directors select officers. Denotes a basic level of skill and care expected in discharge of director"s duties. Does not demand perfection but it does demand prudent action based on being reasonably informed. Self-dealing contracts: a contract in which a fiduciary has a conflict of interest. Corporate opportunity: a business opportunity in which the corporation has an interest. Liability in tort: may be liable for own tortious conduct.
