Chapter 16 Flashcards
What is Primary Liability?
One the actually committed the tort in question
What is Vicarious Liability?
Committed by agent or employee
What is the Identification Theory?
Corporation is liable when the person committing the tort is the corporation’s directing mind
What is Liability in Contract?
Corporation is bound only if the agent is acting within their actual/apparent authority
What is Criminal Liability?
Same as tort liability
What are Regulatory Offences?
Offence contrart to public interest, e.g. polluting streams
What duties do directors and officers have?
Fiduciary duties and duties of competence
What is Lifting the Corporate Veil?
Corporation is NOT considered a separate entity from its shareholders
What rights do shareholder have?
Right to vote, right to information, and financial rights
What is Winding Up Order? (shareholder remedies)
Dissolving the corporation, used as a last resort
What is the Derivative Action?
Permits shareholder to file a claim against a director on behalf of the corporation
What is the Oppression Action?
Available to shareholders to protect their corporate interest, , benefitting majority and excluding minority shareholders
What is the Dissent and Appraisal Rights?
Requires a fundamental change that shareholders can go against
What is the Shareholders’ Agreement?
Allows shareholders to define their relationship that is different than provided by government statue, provides protection for minority
What do shareholders not have the rights to?
To sue directors, to dividends, to be repaid
