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Inside Internal Controls

News and discussion on implementing risk management

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officers and directors of both private and public companies

B.C. considers benefit corporations

British Columbia may become the first province in Canada to pass legislation that provides for the creation of “benefit corporations.” Benefit corporations are different from the typical for-profit business corporation in that they must be mandated to conduct business for the purpose of creating a general public benefit. It will be interesting to see where the benefit company model will go in B.C. The benefit company is somewhat similar to the existing B.C. C3, which is a hybrid corporate structure featuring both for-profit and a non-profit components.

 

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Being accountable: Fiduciary duties and the business judgment rule

On July 10, 2014, the Ontario Court of Appeal released an important decision regarding corporate governance and shareholders rights. In the case between Unique Broadband Systems Inc. and its former CEO and director, Gerald McGoey, the Court of Appeal clarified the fiduciary obligations on the part of officers and directors of both private and public companies as well as the limitation on the business judgment rule that limits a Court from “second guessing” decisions of management.

 

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