Director’s Liability & Shareholder Litigation Articles

By David Hobbs Shareholders have various possible sources of legal rights. Statutory duties of the corporation, officers and directors owed to shareholders are one source. The duty of directors is generally owed to the corporation and, in proper circumstances, may lawfully conflict with and override…

By David Hobbs Shareholder agreements are usually entered into by all the shareholders, though not always. The agreement is usually in writing and signed by the shareholders. Shareholder agreements vary from corporation to corporation as to their terms but, usually deal with certain basic issues…

By David Hobbs The share structure of a corporation is established by the terms of the corporation’s articles. The structure may change after incorporation by appropriate resolution of the shareholders and other implementation steps. Articles are required to specify classes of shares and the maximum…

By David Hobbs The word “corporation” derives from the Latin term “corpus” meaning body. Roman law recognized a range of corporate entities. Churches and local governments incorporated to exist in perpetuity (indefinitely). Some say the oldest commercial corporation is Stora Kopparberg mining community in Falun,…

A registered shareholder of common voting shares is legally entitled to notice of shareholder meetings, an opportunity to vote in person or by proxy and his or her proportionate share of the capital if the company is liquidated. A shareholder may also have other expectations…

Unjust enrichment law is important to lawyers in Vancouver, B.C. practicing creditor’s remedies and business disputes law.  To succeed in an unjust enrichment claim, the plaintiff must prove three elements: (1) that the defendant was enriched; (2) that the plaintiff suffered a corresponding deprivation; and…

In his ground-breaking book Unjust Enrichment, the great English scholar Peter Birks introduces his subject by pointing to its mercurial development in the common law: “Of the subjects which form the indispensable foundation of private law, unjust enrichment is the only one to have evaded…

In BCE Inc. v. 1976 Debentureholders, the Supreme Court of Canada clarified, to some extent, the laws governing change of control transactions in a corporate setting. The deal underlying the litigation was a proposed $51.7 billion privatization of BCE Inc. that was opposed by debenture…

One would think there are enough risks being a director of a private or public BC company but, here’s one more you need to be aware of - Workers Compensation Act. Most directors will be aware of WorkSafeBC and legislation whereby workers and employers do…

Examination for Discovery (E. for D.) is a procedure whereby each party is examined under oath before a Court Reporter by the opposing counsel. The Court Reporter transcribes the testimony. Usually present are the Court Reporter, the examining counsel, the person being examined and his/her…