Given recent empirical work suggesting that Canada is one of two countries in which outcomes favourable to shareholder activists are more likely than in the US, one might wonder whether shareholders in Canadian public companies have become too empowered. This concern is perhaps especially acute...

Section 365 of the Bankruptcy Code (“Code”), which focuses on the post-petition continuation of pre-petition contractual relations, controls the assumption and rejection of executory contracts and unexpired leases by a trustee or debtor-in-possession (“DIP”) in all bankruptcy cases....

When a client proudly announces that he has been named director of a prominent local corporation or financial institution, a red warning light ought to go on. Heartily congratulate the client on this distinction, then ask, "Are you aware of the responsibilities and liabilities of a director?" If...

Corporate law and governance scholarship has traditionally focused on understanding the agency costs that result from unresolved conflicts of interest between shareholders and management. This agency problem becomes trivial when corporate ownership is concentrated, as is the case in many...

This paper proposes a theoretical model that incorporates corporate governance into the basic CAPM, where corporate governance affects the disutility of managerial effort and the possibility of managers to divert company resources. It shows that corporate governance affects firms’ stock...

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were...

The increasing use of dual class voting structures in public companies, and the frequency with which such structures contain sunset provisions, raises the issue of when and how such sunset provisions should be modified, extending the company’s use of the dual class structure. Recent decisions...

Over the past several years, corporate law scholarship has carefully analyzed the effects of dual-class capital structures, which allocate superior voting rights to insiders and inferior voting rights to public shareholders. This Article adds to the literature by focusing on a unique and novel...

Theories of delegated monitoring predict that when public disclosure is costly, monitoring by a large investor leads management to supply more private information to that investor, and less public disclosure to other similarly aligned investors who free-ride off the monitor. We test this...