Business Organizations (LAW212H1S)

Note: The West Education Network (“TWEN”) will be used instead of Quercus. Students must self-enrol on TWEN as soon as confirmed in the course in order to obtain course information and to have access to most of the course readings.

1. A basic description of the corporate enterprise; e.g. what are shares? What are bonds and debentures? What is the legal governance structure of corporations?
2. Corporate law’s empire; i.e. where does corporate law fit into the matrix of legal controls over various aspects of corporate behavior?
3. Competing theories on the underlying purposes served by corporate law;
4. The function of corporations in society and the role of corporate social responsibility;
5. The legal duties and responsibilities of corporate directors and officers, including 
   • The fiduciary duty
   • The duty of care
6. Corporate legal personality and its consequences;
7. When can directors, officers, and/or shareholders be personally liable for corporate debts?
8. The role of the directors of a target corporation in a hostile takeover bid;
9. Shareholder remedies, including the derivative action and the oppression remedy; and
10. Duties owed by controlling shareholders to the corporation and to other corporate constituents.

A satisfactory exploration of the above topics necessarily involves both a pragmatic or functional look at the modern corporation and a theoretical or jurisprudential examination of the corporation and the parties interested in its operation.