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• Title:Corporations and partnerships in Canada / Mark Gillen ; founding editor: Roger Blanpain ; general editor: Frank Hendrickx ; volume editor: Koen Geens.
  
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• Author/Creator:Gillen, Mark.
  
• Published/Created:Alphen aan den Rijn : Wolters Kluwer, Kluwer Law International BV, [2017].
  

• Holdings

  Holdings Record Display

  • Location:LAW LIBRARY (level 3)Where is this?
    
  • Call Number: KE1345 .G55 2014
    
  • Number of Items:2
    
  • Status:Available
    

   
• Library of Congress Subjects:Business enterprises--Law and legislation--Canada.
  
• Edition:Second edition.
  
• Description:234 pages ; 24 cm
  
• Summary:"Derived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Canada provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure. A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance. Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user's fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Canada will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law." --publisher's description
  
• Notes:Originally published as a monograph in the International Encyclopaedia of Laws/Corporations and Partnerships.
  Includes bibliographical references and index.
  
• ISBN:9789041190536 (pbk.)
  9041190538
  9789041190598 (online)
  9789041190659 (online)
  
• Contents:Machine generated contents note: ch. 1 General Background of the Country
  1. Geography
  2. Cultural Composition
  3. Political System
  I. Constitutional Division of Powers
  II. Provinces
  III. Territories
  IV. Municipal Governments
  V. Judicial Power
  VI. Political Parties
  4. Population And Employment Statistics
  I. Population Statistics
  II. Employment Statistics
  5. Corporation And Partnership Statistics
  6. Social And Cultural Values
  ch. 2 Introduction to Corporations and Partnerships
  1. General Partnerships And Limited Partnerships
  2. Corporations
  3. Associations
  ch. 3 Historical Background of Corporations and Partnerships
  1. Brief Canadian Historical Context
  2. Partnerships
  3. Corporations
  ch. 4 Sources and Hierarchy of the Law on Corporations and Partnerships
  ch. 5 International Private Law
  1. Recognition Of Foreign Corporations
  2. Continuance
  I. Import
  II. Export
  ch. 6 Labour Law Connection: Co-determination and Corporate Structure
  ch. 1 Widely Held Corporations
  1. Formation
  I. Formal Requirements for Incorporation
  A. Filing Requirements
  B. Notification, Registration, Incorporation, and Publicity
  C. Contracts Made on Behalf of a Corporation (Company) Before Incorporation
  II. Initial Subscribers
  A. Number and Character of Incorporators
  B. Initial Share Capital
  C. Contribution in Kind
  D. Other Material Formation Requirements
  III. Essential Elements of the Legal Person
  A. Registered Office
  B. Name
  C. Objects Clause
  D. Commercial or Civil Character
  2. Capital And Shares
  I. Nominal, Issued, Paid-Up, Minimum and Authorized Capital
  A. Classes and Series of Shares and Capital Accounts
  B. Alteration of Capital
  C. Pre-emptive Rights to Subscribe for Shares
  D. Issue of Shares at a Premium and at a Discount
  E. Public Issue Requirements (Prospectuses) and Promoters
  F. Stock Exchange Introduction Requirements
  G. Forbidden Reductions of Capital and Acquisitions of Shares by the Corporation Itself
  II. Classes of Shares
  A. Bearer or Registered Form
  B. Presumption of Equality of Shares and Classes of Shares
  C. Voting Rights
  D. Dividend Rights
  E. Rights on Winding-Up
  F. Conversion Rights
  G. Certificates and Share Warrants
  H. Shares in Series
  III. Transfer of Shares
  A. Registration
  B. Sales or Gift of Shares
  C. Stock Exchange Requirements
  D. Protection of Shareholders in a 'Tender Offer' (or 'Take-Over Bid')
  E. Insider Trading
  1. Prohibition of Insider Trading or Informing
  2. 'Reporting Issuer', 'Material Change', and 'Material Fact'
  3. 'Special Relationship'
  4. Penal, Civil, and Administrative Sanctions
  5. Defences
  6. Insider Reporting
  7. Insider Trading Provisions in Incorporation Statutes
  IV. (Mortgage) Debentures and Other Securities
  A. Options and Rights
  B. Trust Indenture
  3. Shareholders, Management, And Control
  I. Shareholder Control Mechanisms (Rights and Remedies)
  A. Shareholder Meetings
  1. Generally
  2. Annual Meetings
  a. Requirement to Hold an Annual Meeting
  b. Quorum
  c. Notice Requirements
  d. Resolution in Lieu of Meeting
  3. Special Meetings
  a. Special Meetings Are Discretionary
  b. Quorum
  c. Notice
  d. Resolution in Lieu of Meeting
  4. Judicially Ordered Meetings
  5. Who May Call a Shareholders' Meeting
  6. Shareholder Proposals
  a. Nature of Shareholder Proposals
  b. Types of Proposals
  c. Effect of Shareholder Proposal
  d. Frequency and Success Rate of Shareholder Proposals
  7. Shareholder's Right of Discussion at Shareholders' Meetings
  a. Right of Discussion
  b. Right of Discussion Not Unlimited
  c. Right of Discussion and Shareholder Democracy
  8. Conduct of the Chairperson at a Shareholders' Meeting
  9. Shareholder Voting Rights
  a. Types of Shareholder Resolutions
  b. Circumstances in Which Shareholders Vote
  c. Shareholders Entitled to Vote
  d. 'Majority of the Minority' Voting Entitlements
  e. Statutory 'Majority of the Minority' Voting Requirements
  f. Administrative 'Majority of the Minority' Voting Requirements
  g. Permitted Limitations on the Right to Vote
  h. 'Coattails' Attached to Non-voting Shares
  i. Cumulative Voting
  10. Proxy Voting System
  a. Generally
  b. Right to Appoint a Proxy
  c. Mandatory Solicitation Requirement
  d. Dissident Circular Requirement
  e. Meaning of 'Solicitation'
  f. Reimbursement for Proxy Solicitation Expenditures
  B. Statutory Derivative Action
  1. Common Law Background and Inspiration for the Statutory Derivative Action
  2. Statutory Derivative Action
  3. Utility of the Derivative Action
  4. Derivative Versus Personal Actions: To Whom Is the Duty Owed?
  5. Derivative Versus Personal Actions: Who Suffers the Harm?
  6. Overlap Between Derivative and Personal Actions
  7. Standing to Bring a Derivative Action
  8. Leave Requirement
  9. Requirement of Reasonable Notice
  10. Requirement That the Complainant Be Acting in Good Faith
  11. Requirement That the Action Appears to Be in the Interests of the Corporation
  12. Powers of Court in Connection with a Derivative Action
  13. Costs
  14. Effect of Shareholder Ratification
  15. Court Approval Needed to Discontinue a Derivative Action
  C. Oppression Remedy
  1. Background
  2. Standing
  3. Substantive Grounds for Relief
  4. Overlap with Directors' and Officers' Fiduciary Duties
  5. Overlap with the Statutory Derivative Action
  6. De Facto Fiduciary Duty of Controlling Shareholders
  7. Meaning of 'Oppressive, or Unfairly Prejudicial to or That Unfairly Disregards the Interests of
  8. Application of the Oppression Remedy to Public Companies
  9. Meaning of 'Affiliates'
  10. Oppression Remedy Applies to Omissions As Well As Isolated Acts
  11. Inter-shareholder Disputes over Business Policy
  12. Mismanagement
  13. Threats That Oppressive Conduct Will Occur in the Future
  14. Powers of Court in Connection with an Oppression Application
  15. Buyout Orders
  16. Procedures
  17. Costs
  D. Duty of Majority Shareholders to Minority Shareholders
  1. At Common Law, Shareholders Owe No Fiduciary Duties
  2. Common Law Exceptions to the Principle That Shareholders Owe No Fiduciary Duties
  3. Duty of 'Fairness'
  4. Majority of the Minority Principle
  5. Shareholder Fiduciary Duties under the Oppression Remedy
  E. Appraisal Remedies
  1. Generally
  a. Purpose of the Appraisal Remedy
  b. Triggering Events
  2. Where the Appraisal Remedy Is Triggered by a Corporate Transaction
  a. Triggering Corporate Transactions
  b. Procedures
  3. Compulsory Acquisitions
  a. Meaning of Compulsory Acquisition
  b. Procedures in Connection with Compulsory Acquisitions
  c. Reverse Compulsory Acquisition
  d. Procedures in Connection with a Reverse Compulsory Acquisition
  4. Oppression: Appraisal of Fair Value as a Remedy for Oppressive Conduct
  5. Determination of 'Fair Value'
  a. Generally
  b. Market Value
  c. Net Asset Value
  d. Earnings or Investment Value
  e. Combined Approach
  f. Valuation Date
  g. Use of 'Hindsight' Information, or Information Acquired after the Valuation Date
  h. Minority Discounts
  i. Expropriation Premium
  j. Transaction Synergies
  k. Costs
  l. Appraisal Remedy Is Non-exclusive
  F. Right to Corporate Information, Including Annual Financial Statements
  1. Financial Disclosure Requirements
  a. Corporate Law Requirements to Place Financial Statements Before Shareholders
  b. Similar Requirements in Securities Law
  2. Material Change Reports
  3. Disclosure in Connection with Specific Transactions
  4. Other Disclosure: Information to Which Shareholders and Creditors Have Access
  G. Profits and Dividends
  1. Debt Holders Have First Priority over the Earnings Stream
  2. Shareholder's Entitlement to Receive Any Declared Dividend
  3. Priorities to Receipt of Dividends
  4. Residual and Non-residual Share Claims
  5. Directors' Discretion to Pay Dividends
  6. Cumulative Dividends
  7. Record Date
  8. Declared Dividends Become a Debt of the Corporation
  II. Directors, Officers, and the Management of the Corporation
  A. Appointment Requirements, Remuneration, Dismissal
  1. Directors' Power to Manage
  2. Appointment of Directors
  3. Cumulative and Class Voting for Directors
  4. Term of Office
  5. Qualifications
  6. Number of Directors
  7. Remuneration of Directors
  8. Ceasing to Hold Office or Removal from Office
  9. Appointment of Officers and Delegation of Powers
  10. Remuneration of Officers
  11. Removal of Officers
  B. Powers of Management and Representation
  1. Scope of the Directors' Power to Manage
  2. Application of Principles of Agency Law
  3. Procedure for the Exercise of the Powers of the Directors
  4. Delegation of the Powers of the Directors
  5. Corporate Governance Guidelines
  C. Duties of Directors and Officers to the Corporation, Shareholders, and Third Parties
  1. Fiduciary Duties Generally
  2. Duty of Care and Other Statutory Obligations
  a. Duty of Care
  b. Other Statutory Obligations
  c. Indemnification and Insurance
  Contents note continued: 3. Duty to Act in the Best Interests of the Corporation
  4. Duty with Respect to Conflicts of Interest
  5. Duty Not to Usurp Corporate Opportunities
  6. Duty to Act for a Proper Purpose
  7. Ratification of Breaches of Fiduciary Duties
  8. Liability to Third Parties
  III. Auditor
  A. Appointment Requirements, Remuneration, and Dismissal
  B. Auditor's Powers and Duties
  C. Audit Committee
  D. Auditor Oversight
  E. Financial Statement Certification
  IV. Worker Participation
  4. Liquidation Of The Corporation
  I. Grounds for Liquidation and Dissolution
  A. Generally
  1. Application of Federal and Provincial Corporate Legislation to Solvent Corporations
  2. Meaning of 'Liquidation' and 'Dissolution'
  B. Liquidation and Dissolution of Inactive Corporations
  1. Grounds for Dissolution
  2. Director May Apply to a Court for an Order Dissolving the Corporation
  C. Liquidation and Dissolution of Corporations in Default of Certain Requirements of the Act
  1. Grounds for Dissolution
  2. Powers of Court
  D. Voluntary Liquidation and Dissolution
  E. Involuntary Judicial Liquidation and Dissolution for Corporate Misconduct or Other Reasons
  1. Generally
  2. Powers of Court
  3. Shareholder Approval of Alleged Wrong Not Dispositive
  4. First Ground for Application: Oppression
  5. Second Ground for Application: Failure to Observe a Unanimous Shareholder Agreement
  6. Third Ground for Application: The Just and Equitable Ground
  a. Loss of Substratum
  b. Justifiable Lack of Confidence
  c. Deadlock
  d. Partnership Analogy
  II. Effect of Liquidation and Dissolution
  A. Liquidation
  B. Powers of Court Appointed Liquidator
  C. Dissolution
  D. Revival
  5. Mergers And Takeovers
  I. Introduction: Business Combinations
  II. Amalgamations ('Mergers')
  A. Process
  B. Effect
  C. Appraisal Rights and Oppression Remedy
  D. Short-Form Amalgamations
  E. Cross-Border or Inter-jurisdictional Amalgamations
  F. Arrangements
  III. Sale of Assets
  IV. Takeover Bids
  A. Takeover Bid Requirements
  1. Disclosure
  2. Minimum Bid Period, Minimum Tender, Pro Rata Take-Up, and Withdrawal Rights
  3. Equal Treatment
  4. Formal Valuation
  5. Adequate Financing and the Taking Up of and Payment for Shares
  6. Purchases and Sales of Shares during the Bid Period
  B. When the Takeover Bid Requirements Apply
  C. Exemptions from the Takeover Bid Requirements
  1. Stock Exchange Exemption
  2. 'Normal Course' Purchase Exemption
  3. 'Control Block' or 'Private Agreement' Exemption
  4. Closely Held Corporation Exemption
  5. Limited Effect/De Minimus
  6. Foreign Takeover Bid Exemption
  7. Securities Commission Discretionary Exemption
  D. Anti-avoidance Provisions
  E. Early Warning Disclosure
  F. Enforcement
  G. Post-takeover Force Out
  V. Constraints on Mergers and Takeovers
  A. Competition Act
  B. Foreign Investment Reviews and Restrictions
  1. Investment Canada Act
  2. Other Legislative Constraints
  6. Holding Corporations And Subsidiaries
  I. Approach to the Regulation of Holding Corporations and Subsidiaries
  II. Definitions
  III. Restrictions and Other Provisions
  A. Holding and Voting of Holding Corporation Shares
  B. Number of Canadian Resident Directors
  C. Financial Disclosure
  D. Investigations
  E. Insider Trading
  F. Short-Form Amalgamations
  G. Affiliates, Fiduciary Duties, and Derivative Actions
  H. Affiliates and the Oppression Remedy
  7. Taxation Of Corporations And Shareholders
  I. Corporate Income Taxation
  A. Introduction
  B. Classification of Corporations for Income Tax Purposes
  1. Importance of the Classification
  2. Resident and Non-resident Corporations
  3. Public and Private Corporations
  C. Income Tax Rates
  1. Federal Rates
  2. Provincial Rates
  D. Computing Income Tax Liability
  1. Overview
  2. Income from Business
  3. Income from Property: Introduction
  4. Foreign Accrual Property Income
  5. Dividends from Canadian Resident Corporations
  6. Dividends from Non-resident Corporations
  7. Capital Gains
  II. Integration of Corporate and Personal Income Taxes
  A. Theory of Integration
  B. Refund of Corporate Income Tax
  C. Dividend Tax Credit
  III. Taxation of Corporate Reorganizations
  IV. Other Taxes
  A. Sales Taxes
  B. Selected Other Taxes
  ch. 2 Closely Held Corporation
  1. Historical Background
  2. Statutory Reform
  3. Legislative Provisions
  I. Corporate Formalities
  A. Reducing Formalities
  B. Simplified Incorporation Process
  C. Simplified Director and Shareholder Meetings
  D. Exemption for Proxy Solicitation and Disclosure
  E. Exemptions for Financial Disclosure
  II. Planning
  III. Statutory Remedies
  A. Generally
  B. Oppression Remedy
  C. Appraisal Remedy
  D. Derivative Action
  4. Taxation Of The Closely Held Corporation
  ch. 1 Types of Canadian Partnerships and Their Nature
  1. Jurisdiction Over Partnerships
  2. Types Of Partnerships
  3. Definition Of Partnership
  4. Legal Nature Of Partnership
  ch. 2 Creation Of The Partnership
  1. Contractual Nature Of Partnership
  2. Rules For Determining The Existence Of Partnership
  3. Agency Nature Of Partnership
  4. Creation Of Partnership And Registration Of Partnerships
  5. Consequences Of Failing To Register
  6. Creation Of Limited Partnerships
  7. Who May Form A Partnership?
  8. Written Partnership Contracts
  ch. 3 Partnership Property
  ch. 4 Management Of The Partnership
  1. Management Powers Of Partners
  2. Exercise Of Management Powers
  3. Management Powers In Limited Partnerships
  ch. 5 Relationship Among The Partners
  1. Sharing Of Profits
  2. Sharing Of Losses
  3. Mutual Rights And Duties Of The Partners
  ch. 6 Partners And Third Parties
  ch. 7 Withdrawal, Expulsion, And Retirement Of Partners
  1. Withdrawal Right Depends On Contract In Common Law Jurisdictions
  2. Withdrawal Under The Quebec Civil Code
  3. Return Of Contribution Of Limited Partners
  4. Expulsion Of A Partner
  ch. 8 Dissolution Of Partnerships
  1. Automatic Dissolution In Common Law Jurisdictions
  2. Dissolution Under The Quebec Civil Code
  3. Court Dissolution
  4. Dissolution Of Limited Partnerships
  ch. 9 Taxation of Partnerships.