RSM225 Review Notes.docx

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Rotman Commerce
Dan Shear

Partnerships GPP Formation: 4 Requirements; apparent partner Liability: jointly and severally Fiduciary Duties: information, personal benefit; competing Implied Terms (9): profit/loss; capital contribution; management; disagreements; change in GPP business; admitting new partner; book/records; assigning partner’s share in the GPP; termination Termination: implied terms; illegality; court order LLP Formation: 4 Requirements + Written agreement + name + only law or accounting; Liability: partner not liable for other partner/employee (unless the employee is under his/her supervision); LLP is still liable for everything Fiduciary Duties: same as GPP Implied Terms: same as GPP Termination: same as GPP LP Formation: 4 Requirements + must register + at least one GP one LP Liability: GP: same as GPP LP: no personal liability of LP debts (LP’s name can’t appear; can’t manage the business) Fiduciary Duties: same as GPP Implied Terms: GP: same as GPP but three exceptions have to be agreed by all GP + LP LP: same + can advise management but not actually manage + assign LP rights to others (all GP + LP agree in writing) Termination: one exception Corporations Types of corporations: For profit (5); non-for-profit For Profit (Share Capital) Corporations Formation: articles of incorporation; directors; shares; *Professional corporations: 7 types in Ontario; 4 requirements Liability of Owners: None (can choose to give personal guarantee) *Professional corporations: same as LLP (liable for own professional negligence and employee under supervision, not liable for company’s debt) Public vs. Private Private Requirement: 3 in Ontario Public Requirement: 2 + 4 additional cost Not-for-profit Corporations Formation: letters patent of incorporation (5 points) Liability of Owners: None Corporation Securities Shares: 3 rights must be included (can be divided among classes of shares); Not valid if not set out in the articles of incorporation Bonds: no ownership Director Management (5): run the corp’n; appoint officers; determine dividend, new shares issue, shh meetings Legal Requirements (3): one or more; 25% or 1 (if <4) must be Cdns; 18 or older. First Directors (4): one or more; issue initial shares; cannot resign until successor appointed; up to first shh meeting Appointment and Removal (4): shh’s rights; max term 3 shh meetings; written consent; numbers & range Conducting Business: quorum (50%, never <2/5, all if only 1 or 2) Duties (3): reasonable case and skill; fiduciary duties (4); insider trading (3) Shareholders’Rights (7) Vote; Oppression Remedy; Derivative Action (4 requirements); annual F/S; appointment of inspector; Appraisal Remedy (7 changes); USA Other Important Points: Indoor Management Rule (3 Requirements) Maintenance of Capital Test & Solvency Test (2 Requirements; 2 consequences) Due Diligence Defense: (4 Requirements) Penalties for corporate criminal convictions: (4) Torts General Negligence 4 requirements: duty of care; standard of care; causation (“but for” test; remoteness-time, remoteness-chain); foreseeable harm (“thin skull rule”; 5 kinds of harm); 3 step analysis: contributory negligence; other dts; vicarious liability Special Negligence HazardousActivities: (1 difference) higher standard of care or all possible care; Product Liability: Defective Products: (2 differences): automatic duties of care : Res ipsa loquitur; reverse presumption; Product warnings: (3 differences): automatic duties of care; obligation to warn; automatic causation Occupier’s Liability: Occupier (4 conditions; can be multiple); pfs (licenses/invitees; trespassers) (2 differences): Automatic duty of care to all pfs; Avoid known hazards for licenses/invitees; not set hazards on purposes for trespassers; Negligent Misrepresentation: (3 differences) 2 Preliminary questions Duty of care to users that dt knew might rely on the statements made by dt Causation becomes reliance Other Torts Fraudulent Misrepresentation: Requirements (5); contrast with negligence Defamation: Requirement (1); Defences (2) editorial privilege Nuisance: Requirement (2); Remedies (2) Assault (3) & Batter (3); Trespass (2); False Imprisonment: defences (2); Malicious Prosecution Professional Torts General Negligence: same Misrepresentation: same (b
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