Business organizations : supplement

2014·0.28 MB·English

by  Fadel, Mohammad

UNIVERSITY OF TORONTO
FACULTY LAW
of
Business Organizations
Supplement
Mohammad H. Fadel
Faculty of Law, University of Toronto
Winter 2014
For student use only
KE
1388
.F33
2014
c.1

UNIVERSITY OF TORONTO
FACULTY LAW
of
Business Organizations
Supplement
Mohammad H. Fadel
Faculty of Law, University of Toronto
Winter 2014
For student use only
Digitized by the Internet Archive
in 2018 with funding from
University of Toronto
https://archive.org/details/businessorganiza00fade_3
Business Organizations
Fall 2009
Professor Fadel
Supplement
TOPIC 1: ORGANIZATION OF BUSINESS
Partnerships Act.1
Selections from Restatement (Second) of Agency.11
Humble Oil & Refining Co. v. Martin.19
Hoover v. Sun Oil Company.21
TOPIC 2: CORPORATE FINANCE PRIMER
Margaret M. Blair, Ownership and Control.23
Extracts from a Bond Prospectus of a "High-Yield" Corporate Borrower.24
Description of Material Terms from a Bond Prospectus of an "Investment
Grade" Corporate Borrower.29
Royal Group Technologies Limited Certificate of Amendment.31
TOPIC 4: LEGAL PERSONALITY AND LIMITED LIABILITY
Montreal Trust Co. of Canada v. ScotiaMcLeod Inc.38
TOPIC 5: PIERCING THE CORPORATE VEIL
Transamerica Life Insurance Company of Canada v. Canada Life Assurance
Company et al.43
TOPIC 6: PLACE OF INCORPORATION
Extra-Provincial Corporations Act.51
Risdon Iron and Locomotive Works v. Furness.55
Thomas v. Matthiessen.60
Jill E. Fisch, “The Peculiar Role of the Delaware Courts in the Competition
for Corporate Charters”.62
TOPIC 7: AGENCY DOCTRINES AND THE INDOOR MANAGEMENT RULE
Homes Electric Ltd. v. Fix Building Products 2000 Ltd.66
TOPIC 8: CONCEPTIONS OF THE CORPORATION
William T. Allen, “Our Schizophrenic Conception of the
Business Corporation”.72
Peoples Department Stores Inc. (trustee of) v. Wise.77
Shlensky v. Wrigley.81
TOPIC 9: AGENCY COSTS
The Role of Hedge Funds.84
TOPIC 11: DUTY OF CARE; OTHER STATUTORY DUTIES OF DIRECTORS;
BUSINESS JUDGMENT RULE
Graham v. Allis Chalmers Manufacturing Co.86
In re Caremark Intern. Inc. Derivative Litigation.89
Corrections and Additional Notes on the Readings.99
CW Shareholders Inc. v. WIC Western International Communications Ltd.100
Peoples Department Stores (Trustee of) v. Wise...103
TOPIC 12: DUTY OF LOYALTY I - SELF-DEALING
Corrections to and Additional Notes on the Readings.109
Revised Model Business Corporation Act.:.110
Delaware General Corporation Law.113
TOPIC 13: DUTY OF LOYALTY II - CORPORATE OPPORTUNITIES;
COMPETITION
Corrections to and Additional Notes on the Readings.114
Principles of Corporate Governance, The American Law Institute
Definitions.115
Principles of Corporate Governance, The American Law Institute - 5.05.127
Principles of Corporate Governance, The American Law Institute - 5.06.128
TOPIC 14: DUTY OF LOYALTY III - HOSTILE TAKEOVERS
CW Shareholders Inc. v. WIC Western International Communications Ltd.132
Hanson Trust PLC v. ML SCM Acquisition, Inc.155
Principles of Corporate Governance, The American Law Institution - 5.15.170
TOPIC 15: EXECUTIVE COMPENSATION
Zupnick v. Goizueta.171
In re The Walt Disney Company Derivative Litigation.175
Excerpts from the Opinion of the Delaware S.C. Regarding Whether Walt
Disney's Board of Directors Breached Their Duty of Care.186
UPM-Kymmene Corp. v. UPM-Kymmene Miramichi Inc.190
Excerpts from Securities and Exchange Commission Proposed Rule
Regarding Disclosure of Executive Compensation.205
Warren Buffet's Comments on Executive Stock Options.208
TOPIC 16: DUTIES OF CONTROLLING SHAREHOLDERS
Zahn v. Transamerica Corporation.211
Perlman v. Feldmann.216
Sinclair Oil Corp. v. Levien.222
TOPIC 17: SHAREHOLDERS’ RIGHTS
Sagusa, Inc. v. Magellan Petroleum Corp 226
TOPIC 18: SHAREHOLDER PROPOSALS AND SOCIAL RESPONSIBILITY
Medical Committee for Human Rights v. Securities and Exchange
Commission.229
TOPIC 19: TRANSFER RESTRICTIONS & SHAREHOLDERS’ AGREEMENTS
Corrections to and Additional Notes on the Readings.238
TOPIC 20: DERIVATIVE ACTION
Principles of Corporate Governance, Part VII Intro.238
Principles of Corporate Governance, Part VII.7.01, 7.08, 7.09, 7.10.247
TOPIC 21: OPPRESSION REMEDY
Peoples Department Stores Inc. (trustee of) v. Wise.254
Ford Motor Co. of Canada v. OMERS.256
BCE Inc.v.1976 Debentureholders, 2008 SCC69.259
Corrections to and Additional Notes on the Reading.271