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Canadian Aero Service Ltd V O'Malley
''Canadian Aero Service Ltd v O'Malley'', [1974] SCR 592, is a leading civil case decided by the Supreme Court of Canada on corporate Board of directors, director and officer liability. Facts Canadian Aero Service Ltd. ("Canaero") was a company whose main business was topographical mapping and geophysical exploration. O'Malley and Zarzycki were senior officers of Canaero, and, together with Wells, were directors of the company. After the acquisition of Canaero's parent by Litton Industries in 1961, Wells resigned as director in February 1965. O'Malley and Zarzycki resigned from their positions in August 1966. Wells was aware the latter were discontented at Canaero by reason of the limitations upon their authority and the scope of independent action imposed by the Litton company, and they also feared loss of position if Canaero should fail to get contracts. Prior to their resignation, at the suggestion of Wells, the three decided to form a business venture in the same fields as Can ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Court Of Appeal For Ontario
The Court of Appeal for Ontario (frequently referred to as the Ontario Court of Appeal or ONCA) is the appellate court for the province of Ontario, Canada. The seat of the court is Osgoode Hall in downtown Toronto, also the seat of the Law Society of Ontario and the Divisional Court of the Ontario Superior Court of Justice. Description The Court is composed of 22 judicial seats, in addition to one or more justices who sit supernumerary. They hear over 1,500 appeals each year, on issues of private law, constitutional law, criminal law, administrative law and other matters. The Supreme Court of Canada hears appeals from less than 3% of the decisions of the Court of Appeal for Ontario, therefore in a practical sense, the Court of Appeal is the last avenue of appeal for most litigants in Ontario. Among the Court of Appeal's most notable decisions was the 2003 ruling in ''Halpern v Canada (AG)'' that found defining marriage as between one man and one woman to violate Section 15 of th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiduciary Duty
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons). Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter... In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who trust ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Canada
The Supreme Court of Canada (SCC; french: Cour suprême du Canada, CSC) is the Supreme court, highest court in the Court system of Canada, judicial system of Canada. It comprises List of Justices of the Supreme Court of Canada, nine justices, whose decisions are the ultimate application of Canadian law, and grants permission to between 40 and 75 litigants each year to appeal decisions rendered by provincial, territorial and federal Appeal, appellate courts. The Supreme Court is bijural, hearing cases from two major legal traditions (common law and Civil law (legal system), civil law) and bilingual, hearing cases in both Official bilingualism in Canada, official languages of Canada (English language, English and French language, French). The effects of any judicial decision on the common law, on the interpretation of statutes, or on any other application of law, can, in effect, be nullified by legislation, unless the particular decision of the court in question involves applicatio ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Litton Industries
Litton Industries was a large defense contractor in the United States named after inventor Charles Litton Sr. During the 1960s, the company began acquiring many unrelated firms and became one of the largest conglomerates in the United States. At its peak, in addition to many defense-related companies, it also owned both Royal Typewriters and Adler, Moffat major appliances, Stouffer's frozen foods, and various office equipment and furniture companies. Like many conglomerates, the company suffered significant declines in the 1970s, selling off many of its unrelated brands and had largely returned to its defense roots by the 1980s. The company continued to shrink after the ending of the Cold War and by the late 1990s was a corporate takeover target. The company was purchased by Northrop Grumman in 2001. History Litton Industries was originally established as an electronics company building navigation, communications and electronic warfare equipment. They diversified and becam ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Guyana
Guyana ( or ), officially the Cooperative Republic of Guyana, is a country on the northern mainland of South America. Guyana is an indigenous word which means "Land of Many Waters". The capital city is Georgetown. Guyana is bordered by the Atlantic Ocean to the north, Brazil to the south and southwest, Venezuela to the west, and Suriname to the east. With , Guyana is the third-smallest sovereign state by area in mainland South America after Uruguay and Suriname, and is the second-least populous sovereign state in South America after Suriname; it is also one of the least densely populated countries on Earth. It has a wide variety of natural habitats and very high biodiversity. The region known as "the Guianas" consists of the large shield landmass north of the Amazon River and east of the Orinoco River known as the "land of many waters". Nine indigenous tribes reside in Guyana: the Wai Wai, Macushi, Patamona, Lokono, Kalina, Wapishana, Pemon, Akawaio and Warao. Histo ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Supreme Court Of Ontario
The Supreme Court of Ontario was a superior court of the Canadian province of Ontario. Created in 1881 pursuant to the Ontario Judicature Act (1881), the Supreme Court of Ontario had two branches: the High Court of Justice Division and the Appellate Division. The Supreme Court of Ontario was a Section 96 court with inherent jurisdiction. The Appellate Division was later transformed into the Court of Appeal for Ontario. In 1989 the Courts of Justice Amendment Act, 1989 was enacted by the Government to create one large superior trial court for Ontario. This Act came into force in 1990 and resulted in the merger of the Supreme Court (or High Court), the District Court and the Surrogate Court into the Ontario Court of Justice (General Division). The Ontario Court (General Division) was later replaced by the Ontario Superior Court of Justice. The court once sat at 145 Queen Street West in Toronto, now site of Four Seasons Centre The Four Seasons Centre for the Performing Arts is ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Company (law)
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * business entities, whose aim is generating profit * financial entities and banks * programs or educational institutions A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duty according to the publicly declared incorporation, or published policy. When a company closes, it may need to be liquidated to avoid further legal obligations. Companies may associate and collectively register themselves as new companies; the resulting entities are often known as corporate groups. Meanings and definitions A company can be defined as an "artificial per ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ripeness
In United States law, ripeness refers to the readiness of a case for litigation; "a claim is not ripe for adjudication if it rests upon contingent future events that may not occur as anticipated, or indeed may not occur at all." For example, if a law of ambiguous quality has been enacted but never applied, a case challenging that law lacks the ripeness necessary for a decision. The goal is to prevent premature adjudication; if a dispute is insufficiently developed, any potential injury or stake is too speculative to warrant judicial action. Ripeness issues most usually arise when a plaintiff seeks anticipatory relief, such as an injunction. The Supreme Court fashioned a two-part test for assessing ripeness challenges to federal regulations. The case is often applied to constitutional challenges to federal and state statutes as well. The Court said in '' Abbott Laboratories v. Gardner'', : ::Without undertaking to survey the intricacies of the ripeness doctrine it is fair to say ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Peso Silver Mines Ltd V Cropper
''Peso Silver Mines Ltd v Cropper'', 966S.C.R. 673, is a leading Canadian case decided by the Supreme Court of Canada on the fiduciary duty of corporate directors, the boundaries of conflict of interest, and the type of damages that may be obtained in cases of wrongful dismissal. Background Dickson, a prospector, owned several mineral claims, one of which was contiguous to claims held by Peso Silver Mines. He offered to sell them to Peso, but its board of directors rejected the offer. Mr. Cropper, a managing director and member of the board, was approached later on by three other investors, and the four formed a private company to acquire the claims, and a public company later to take over, finance and develop them. Some time later, Peso received an offer from another company to acquire a significant interest in it, and that offer was accepted. A term of the offer provided that the number of directors of the appellant should be increased to nine of whom five should be chosen by the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Regal (Hastings) Ltd V Gulliver
, is a leading case in UK company law regarding the rule against directors and officers from taking personal advantage of a corporate opportunity in violation of their duty of loyalty to the company. The Court held that a director is in breach of his duties if he takes advantage of an opportunity that the corporation would otherwise be interested in but was unable to take advantage. However the breach could have been resolved by ratification by the shareholders, which those involved neglected to do. Facts Regal owned a cinema in Hastings. They took out leases on two more, through a new subsidiary, to make the whole lot an attractive sale package. However, the landlord first wanted them to give personal guarantees. They did not want to do that. Instead the landlord said they could up share capital to £5,000. Regal itself put in £2,000, but could not afford more (though it could have got a loan). Four directors each put in £500, the Chairman, Mr Gulliver, got outside subscribers ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Peoples Department Stores Inc (Trustee Of) V Wise
''Peoples Department Stores Inc (Trustee of) v Wise'', 2004 SCC 68 is a major Supreme Court of Canada decision on the scope of the fiduciary duty upon directors and officers of a corporation. When examining the duty of directors under section 122(1) of the ''Canada Business Corporations Act'' ("''CBCA''"), the Court held that there is a distinction between the interests of the corporation and those of the stakeholders and creditors. Background The Wise Stores Inc. was a retail store chain whose shares were primarily held by the three Wise brothers. In 1992, it acquired Peoples Department Store, a competitor. From 1994, the Wise brothers' business interests went through a difficult time. To reduce costs, they developed a scheme where certain inventory would be purchased through Peoples and then transferred to Wise on credit. Soon, Wise owed more than $18 million to Peoples. By 1995, both Wise and Peoples declared bankruptcy. The creditors for Peoples brought an action against the Wi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
