In three decisions released together—Club Resorts
Ltd. v. Van Breda, 2012 SCC 17; Les Éditions
Écosociété Inc. v. Banro Corp., 2012 SCC
18, and Breeden v. Black, 2012 SCC 19—the
Supreme Court has decisively changed the way Canadian courts will
approach assumption of jurisdiction over defendants in future
inter-jurisdictional tort cases. In these landmark decisions, the
Court has articulated the outlines of a judicial code defining the
ambit of the 'real and substantial connection test,' a
development that will rein in ad hoc development of the
law in this area.
This article examines legal principles and strategies that
govern conflicts of interest confronting officers and directors
responsible for asset management decisions and transaction
approvals in complex corporate structures, including those created
for investments in energy, infrastructure, and mining assets made
by corporations, private equity funds and pension funds.
Where conflicts arise, Canadian courts have gauged the actions of
management according to the legal requirements of the business
judgment rule and, in doing so, have often looked to developments
under American case law for guidance and direction. Under US
law a leading role has been taken by the courts of Delaware in the
evolution of the business judgment rule. It has focused on whether
proper steps are taken by officers and directors to protect share
values for shareholders. The Delaware approach has not
however been universally adopted. Some US states have chosen
instead to enact legislation (called 'other constituencies
statutes) which direct courts in these states to consider a broader
list of stakeholder interests beyond shareholder value. This
article will review these emerging developments in more detail and
will examine how these trends in the US law have impacted the
Canadian courts and how they may be expected to impact the Canadian
courts in the future.
In Harris v. Leikin the Court held that on the issue of the
claim for disbursements, 'electronic document production and
database management' should now be regarded as a standard
'disbursement reasonably necessary for the conduct of the
proceeding' and should be recoverable as a matter of course
when receiving an award for costs.
The prospect of an internal investigation raises many thorny issues. This presentation will canvass some of the potential triggering events, and discuss how to structure an investigation, retain forensic assistance and manage the inevitable ethical issues that will arise.
From the boardroom to the shop floor, effective organizations recognize the value of having a diverse workplace. This presentation will explore effective strategies to promote diversity, defeat bias and encourage a broader community outlook.
Staying local but going global presents its challenges. Gowling WLG lawyers offer an international roundtable on doing business in the U.K., France, Germany, China and Russia. This three-hour session will videoconference in lawyers from around the world to discuss business and intellectual property hurdles.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
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