Instructor(s): Jeffrey MacIntosh

For graduate students, the course number is LAW2008HS.

This course will meet exclusively remotely two times a week, via audio-visual conference. To enrol in this course all students must meet or exceed the tech requirements for enrolment in University of Toronto courses, which can be found here [

This course is concerned with the law of business corporations. The purpose of the course is to provide the student with an understanding of the basic principles of modern business corporations law in light of the current statutory regimes and evolving case law. The course will cover the following:

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.

Note: This course will be taught entirely remotely.  Each week I will post 2 x 1.5-2.0 hour lectures on ZOOM and will have an additional online interactive 1 hour session per week for questions.  Thus, the total class time per week will be in the vicinity of 4 hours.

Questions may also be submitted by email, in which case I will post the question (anonymously) and the answer online for everyone to see.

Will be by final 3-hour open book examination. The examination will consist of a combination of essay, short answer, and policy questions.
Academic year
2020 - 2021

At a Glance

Second Term



76 JD


M: 10:00 am - 12:00 pm (AV Conference)
W: 10:00 am - 12:00 pm (AV Conference)