Teck Corp. Ltd. V. Millar
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Teck Corp. Ltd. V. Millar
''Teck Corp Ltd v Millar'', (1972), 33 DLR (3d) 288 (BCSC) is an important Canadian corporate law decision on a corporate director's fiduciary duty in the context of a takeover bid. Justice Thomas R. Berger of the British Columbia Supreme Court held that a director may resist a hostile take-over so long as they are acting in good faith, and they have reasonable grounds to believe that the take-over will cause substantial harm to the interests of the shareholders collective. The case was viewed as a shift away from the standard set in the English case of ''Hogg v. Cramphorn Ltd.'' (1963). Recent scholarship has made the following observation: See also * ''BCE Inc v 1976 Debentureholders ''BCE Inc v 1976 Debentureholders'', 2008 SCC 69 (CanLII), 0083 SCR 560 is a leading decision of the Supreme Court of Canada on the nature of the duties of corporate directors to act in the best interests of the corporation, "viewed as a good cor ...'' References {{italic title Canadian c ...
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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 ...
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Takeover
In business, a takeover is the purchase of one company (the ''target'') by another (the ''acquirer'' or ''bidder''). In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company. Management of the target company may or may not agree with a proposed takeover, and this has resulted in the following takeover classifications: friendly, hostile, reverse or back-flip. Financing a takeover often involves loans or bond issues which may include junk bonds as well as a simple cash offers. It can also include shares in the new company. Types Friendly A ''friendly takeover'' is an acquisition which is approved by the management of the target company. Before a bidder makes an offer for another company, it usually first informs the company's board of directors. In an ideal world, if the board feels that accepting the offer serves the shareholders better than rejecting it, it recommend ...
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Thomas R
Thomas may refer to: People * List of people with given name Thomas * Thomas (name) * Thomas (surname) * Saint Thomas (other) * Thomas Aquinas (1225–1274) Italian Dominican friar, philosopher, and Doctor of the Church * Thomas the Apostle * Thomas (bishop of the East Angles) (fl. 640s–650s), medieval Bishop of the East Angles * Thomas (Archdeacon of Barnstaple) (fl. 1203), Archdeacon of Barnstaple * Thomas, Count of Perche (1195–1217), Count of Perche * Thomas (bishop of Finland) (1248), first known Bishop of Finland * Thomas, Earl of Mar (1330–1377), 14th-century Earl, Aberdeen, Scotland Geography Places in the United States * Thomas, Illinois * Thomas, Indiana * Thomas, Oklahoma * Thomas, Oregon * Thomas, South Dakota * Thomas, Virginia * Thomas, Washington * Thomas, West Virginia * Thomas County (other) * Thomas Township (other) Elsewhere * Thomas Glacier (Greenland) Arts, entertainment, and media * ''Thomas'' (Burton novel) 1969 nove ...
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British Columbia Supreme Court
British may refer to: Peoples, culture, and language * British people, nationals or natives of the United Kingdom, British Overseas Territories, and Crown Dependencies. ** Britishness, the British identity and common culture * British English, the English language as spoken and written in the United Kingdom or, more broadly, throughout the British Isles * Celtic Britons, an ancient ethno-linguistic group * Brittonic languages, a branch of the Insular Celtic language family (formerly called British) ** Common Brittonic, an ancient language Other uses *''Brit(ish)'', a 2018 memoir by Afua Hirsch *People or things associated with: ** Great Britain, an island ** United Kingdom, a sovereign state ** Kingdom of Great Britain (1707–1800) ** United Kingdom of Great Britain and Ireland (1801–1922) See also * Terminology of the British Isles * Alternative names for the British * English (other) * Britannic (other) * British Isles * Brit (other) * Briton (d ...
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Hogg V
Hogg may refer to: Persons with the surname Hogg: * Hogg (surname) In fiction: *Boss Hogg from the television show ''Dukes of Hazzard'', with many fictional Hogg relatives *Wernham Hogg, the fictional paper company from the British TV series ''The Office'' * ''Hogg'' (novel), a novel by Samuel R. Delany Other: *Head on, gilled and gutted, a term used in the fishing industry. *Hogg Robinson Group (HRG), an international company specializing in corporate services *Hogg (crater), on the Moon * Hogg, a young sheep of either sex from about 9 to 18 months of age (until it cuts two teeth). *Jim Hogg County, Texas Jim Hogg County is a county located in the U.S. state of Texas. As of the 2020 census, the population was 4,838. Its county seat is Hebbronville. The county is named for James Stephen Hogg, the governor of Texas from 1891 to 1895. History J ...
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BCE Inc V 1976 Debentureholders
''BCE Inc v 1976 Debentureholders'', 2008 SCC 69 (CanLII), 0083 SCR 560 is a leading decision of the Supreme Court of Canada on the nature of the duties of corporate directors to act in the best interests of the corporation, "viewed as a good corporate citizen". This case introduced the principle of fair treatment as an organizing principle in Canadian corporate law. Facts BCE Inc. was the subject of multiple offers involving a leveraged buyout, for which an auction process was held and offers were submitted by three groups. All three offers contemplated the addition of a substantial amount of new debt for which Bell Canada, a whollyowned subsidiary of BCE, would be liable. One of the offers, which involved a consortium of three investors, was determined by BCE's directors to be in the best interests of BCE and BCE's shareholders. That was to be implemented by a plan of arrangement under s. 192 of the ''Canada Business Corporations Act'', which was approved by 97.93% of BCE's ...
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Canadian Corporate Case Law
Canadians (french: Canadiens) are people identified with the country of Canada. This connection may be residential, legal, historical or cultural. For most Canadians, many (or all) of these connections exist and are collectively the source of their being ''Canadian''. Canada is a multilingual and multicultural society home to people of groups of many different ethnic, religious, and national origins, with the majority of the population made up of Old World immigrants and their descendants. Following the initial period of French and then the much larger British colonization, different waves (or peaks) of immigration and settlement of non-indigenous peoples took place over the course of nearly two centuries and continue today. Elements of Indigenous, French, British, and more recent immigrant customs, languages, and religions have combined to form the culture of Canada, and thus a Canadian identity. Canada has also been strongly influenced by its linguistic, geographic, and ...
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1972 In Canadian Case Law
Year 197 (Roman numerals, CXCVII) was a common year starting on Saturday (link will display the full calendar) of the Julian calendar. At the time, it was known as the Year of the Consulship of Magius and Rufinus (or, less frequently, year 950 ''Ab urbe condita''). The denomination 197 for this year has been used since the early medieval period, when the Anno Domini calendar era became the prevalent method in Europe for naming years. Events By place Roman Empire * February 19 – Battle of Lugdunum: Emperor Septimius Severus defeats the self-proclaimed emperor Clodius Albinus at Lugdunum (modern Lyon). Albinus commits suicide; Roman legionary, legionaries sack the town. * Septimius Severus returns to Ancient Rome, Rome and has about 30 of Albinus's supporters in the Roman Senate, Senate executed. After his victory he declares himself the adopted son of the late Marcus Aurelius. * Septimius Severus forms new Roman navy, naval units, manning all the triremes in Italy ...
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1972 In British Columbia
Year 197 ( CXCVII) was a common year starting on Saturday (link will display the full calendar) of the Julian calendar. At the time, it was known as the Year of the Consulship of Magius and Rufinus (or, less frequently, year 950 ''Ab urbe condita''). The denomination 197 for this year has been used since the early medieval period, when the Anno Domini calendar era became the prevalent method in Europe for naming years. Events By place Roman Empire * February 19 – Battle of Lugdunum: Emperor Septimius Severus defeats the self-proclaimed emperor Clodius Albinus at Lugdunum (modern Lyon). Albinus commits suicide; legionaries sack the town. * Septimius Severus returns to Rome and has about 30 of Albinus's supporters in the Senate executed. After his victory he declares himself the adopted son of the late Marcus Aurelius. * Septimius Severus forms new naval units, manning all the triremes in Italy with heavily armed troops for war in the East. His soldiers embark on an ...
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