Shareholders, directors, and officers: The legal scheme of corporate governance.
Explore the essential legal framework governing the operation and control of modern corporations in this course, "Management of the Corporation". Gain a comprehensive understanding of the dynamics between the key players: shareholders, directors, and officers.
Delve into the legal scheme of corporate governance, examining how powers are allocated and exercised among these groups. The course provides a detailed look at the Canada Business Corporations Act (CBCA) and how it structures responsibilities, from the directors' power to manage to the shareholders' role in electing the board and approving fundamental changes.
Learn the practical mechanisms through which power is exercised, including shareholder and director meetings, voting procedures, the use of proxies, and the right of shareholders to propose agenda items and access corporate information. We also analyze the critical topics of delegation of authority within and outside the corporation, the legal considerations surrounding director and officer remuneration and indemnification for liabilities, and the use and enforceability of shareholders agreements, including Unanimous Shareholders Agreements (USAs), to customize governance structures.
By the end of this course, you will be equipped with knowledge of the legal rules, practical challenges, and governance tools essential for navigating the complexities of corporate management.
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Books on law do not need to be difficult, dull, and costly. At Irwin Law Inc., our aim is to produce books of exceptional quality at affordable prices. We are determined to produce books that are modern, lively, and interesting, as well as clearly organized and attractively designed, at prices substantially lower than our competitors. Indeed, our books are accessible to students and legal practitioners alike, while maintaining the highest standards of excellence. As Canada's youngest law publisher, Irwin Law brings an innovative approach and fresh ideas to legal publishing. The company was established in 1996 - very recently in an industry whose roots go back to 1855. At its inception, Irwin Law Inc. was affiliated with the Stoddart Publishing Group. In 1999, Irwin Law was purchased by Quicklaw, Canada's leading online legal research service. The purchase was a natural, as Irwin Law had been among the first publishers to make its books available on the online database. However, when Quicklaw was purchased by LexisNexis Group in July 2002, Irwin Law needed to find new owners. The company was purchased by a small group led by Irwin Law's founding publisher, Jeffrey Miller. From its beginning, Irwin Law has strived to publish books that do more than outline the current state of the law. They analyze the complex issues of the day in a succinct and readable style and in a manner that is probing and thoughtful. Our books are accurate, comprehensive, and up-to-date. Indeed, all manuscript submissions are subject to peer review and our authors are among the leading law practitioners and professors in Canada and the world. Irwin Law brings to the marketplace books that whet the reader's curiosity, challenge established tradition, and create intellectual excitement.
J. Anthony VanDuzer, BA, LLB, LLM, is a full professor and former vice dean at the Faculty of Law, Common Law Section, of the University of Ottawa. He holds the Hyman Soloway Chair of Business and Trade Law at the law school and is an adjunct research professor at the Norman Paterson School of International Affairs at Carleton University. At the University of Ottawa, he teaches contracts and upper-year courses on domestic and international business law, and has received several teaching awards. He has also taught in the University of Ottawa’s Executive MBA program, at Queen’s University’s International Studies Centre, and at the faculties of law at the University of Muenster in Germany and the University of Waikato in New Zealand. Prior to his academic career, Professor VanDuzer worked as a corporate lawyer at Fasken. As a consultant, Professor VanDuzer has advised Industry Canada, the Competition Bureau, the Department of Foreign Affairs and International Trade, the Law Society of Ontario, the NAFTA Secretariat, and the Commonwealth Secretariat. He was a member of the Academic Advisory Council to the deputy minister for international trade from 2002 to 2006, and has participated in technical assistance projects involving transition and developing economies, including Armenia, Bangladesh, China, El Salvador, Georgia, Kyrgyzstan, Russia, Thailand, Ukraine, Vietnam, and the countries of the Caribbean Community. Professor VanDuzer also advised on the development of a new foreign trade law for Russia that was passed by the Duma in 2005. Professor VanDuzer’s main research interests are business, trade, and investment law.
