Corporate Governance and Liability Quiz

Introduction to the Corporate Form: Organizational Matters

• Corporations are the dominant business model in modern commerce.
• They have separate legal personality from their owners, meaning the owners are not personally liable for the corporation's debts or other liabilities.
• The corporate structure dictates the way a business is run, including how it is created, financed, and regulated.

Landmark Case 15.1 (1 & 2)

• Salomon v Salomon Ltd: Established the principle of limited liability for corporations in the UK Court of Appeal.
• Salomon formed a corporation to run his shoe-manufacturing business, and controlled the corporation.
• When the business failed, creditors sought payment from Salomon personally, but the court held that the corporation's debts were the responsibility of the corporation, not its shareholders, as it was properly formed.
• This established that the owners of a properly formed corporation are not personally responsible for the corporation's liabilities.

Stakeholders in the Corporation (1)

• A stakeholder is anyone who has an interest in a corporation.
• Shareholders, directors, and officers are considered internal stakeholders as they have direct involvement in governing the corporation.
• Officers manage the day-to-day operations of the corporation.

Stakeholders in the Corporation (2)

• External stakeholders include those who deal with the corporation but have no role in its governance: customers, employees, creditors, and the government.
• Internal stakeholders' interests can sometimes conflict with each other.

Pre-Incorporation Issues

• Decisions to be made before incorporating a company include:
• Whether to incorporate federally or provincially.
• Selecting the type of shares.
• Choosing a distinctive name for the corporation, conforming with applicable legislation.

Provincial and Federal Incorporation

• Both federal and provincial governments have legislation for the incorporation of companies.
• Federally incorporated companies have the right to do business in all provinces.
• Provincially incorporated companies only have the right to conduct business in the province they were originally incorporated.

Shares and Shareholders (1 & 2 & 3)

• Share structure defines the rights and responsibilities of shareholders in the corporation.
• A share represents an ownership interest in the issuing corporation.
• The number and types of shares issued dictate the level of control over the company for the shareholders and directors.

Availability of Shares (1 & 2)

• Widely-held corporations are companies with shares that trade on a stock exchange (subject to securities legislation).
• Closely-held corporations issue shares to a limited number of shareholders.

Who May Own Shares?

• Shares are typically freely transferable, unless restricted by the incorporation documents.
• "Right of first refusal" is common practice in closely held businesses, giving existing shareholders the first opportunity to buy the shares before they are offered to anyone else.

Business Application of the Law 15.1 (1 & 2)

• Rogers Communications was founded with a dual-class share structure, with some shareholders given more voting rights.

• This case shows the potential for complex control arrangements in corporations, as the share structure allowed for certain shareholders to retain significant control despite owning a smaller percentage of the corporation's equity.

A Corporate Name (1 & 2)

• All jurisdictions require companies to adopt a unique name or identification number.
• Ensure the chosen name does not conflate or cause confusion with others' trademarks.
• A "shelf company" is a pre-existing corporation.
• Avoid using names similar or the same as rival business entities.

Case 15.1 (1, 2, 3)

• Details of a case related to the name conflation of two corporations in acquiring a distinctive name.

The Process of Incorporation (1 & 2)

• Corporations are formed through filing documents with the relevant governing bodies (provincial or federal). o Submit articles of incorporation. o Submit a notice of registered office o Submit a notice of directors o Submit a NUANS report o Pay a filing fee

Organizing the Corporation

• The directors establish the company's day-to-day operating regulations, adopt share certificate forms, and authorize the issuing of shares and securities.

•The first shareholders' meeting must take place within 18 months of incorporation to elect directors.

Financing the Corporation

There are two primary methods of financing a corporation:

• Debt financing: Taking out loans to finance the business operations.
• Equity financing: Raising capital by issuing shares in the corporation.

Debt Financing

• Corporations raise money through loans.
• A bond is a certificate representing a loan; debentures are unsecured bonds.
• The lender (mortgagee) has priority in recovering funds during insolvency proceedings.

Equity Financing

• Issuing shares represents an exchange for ownership in the corporation.
• Raising capital through selling shares is a common equity financing technique.
• Conversion rights allow for certain forms of securities to be turned into different forms (such as shares into bonds or vice-versa).
• Shareholders' rights are entitled to part of the company's profits during insolvency.

Business and Legislation 15.1 (1 & 3)

• Crowdfunding allows the solicitation of small amounts of money to finance a business.
• The Canadian Securities Administrators (CSA) have a harmonized framework to govern start-up crowdfunding.

Securities Legislation (1 & 2 and 3)

• Security legislation is in place to prevent fraud and investor's confidence in market integrity.
• Regulation of the transfer of securities requires registration with relevant provincial and/or federal agencies, depending on the type of industry; this also determines the limits, amounts etc of the transactions being made.

Business and Legislation 15.2

• A national system of securities regulation with one set of rules and regulations exists and has been upheld by the Supreme Court of Canada.

Insider-Trading Restrictions

• Insiders have access to material information that the public does not.
• Trading using inside information violates regulation and rules governed through securities legislation.

Case 15.3

• Details of a case that led to charges and punishments regarding insider trading.

Corporate Liability: Liability in Tort (1 & 2)

• A corporation can be held liable for its actions and the actions of its employees.
• Identification theory assesses if the person who took action was the directing mind of the corporation.

Corporate Liability: Liability in Contract

• An employer is liable for its agent's or employee's actions if the agent has the authority to act for the employer.

Corporate Liability: Criminal and Regulatory Liability (1 & 2)

• A corporation can be held accountable for criminal behaviour by its directors and officers.
• Criminal conduct must be either intentional or negligent and carried out by directors or officers of the corporation in the course of their employment duties.

Business Application of the Law 16.1

• A case study on corporate liability for negligence regarding environmental issues and death/injury in the workplace.

Corporate Liability: Regulatory Offences

• Corporate officers and corporations face penalties for violating the public interest, including human rights, pay equity, employment standards, consumer protection, etc.

Directors and Officers

• Directors are elected by shareholders to oversee the corporation's management and have specific powers and obligations outlined in legislation.
• Examples of director powers include declaring dividends, calling shareholder meetings, and adopting by-laws.

Business and Legislation 16.1 (1 & 2)

• Canada requires some publicly traded companies to disclose diversity information and ensure that practices relating to such diversity are properly disclosed.
• A "comply or explain" regime is in place.

Duties of Directors and Officers

• Directors and officers have fiduciary duties and duties of competence.
• Fiduciary duties include acting honestly and in good faith, not favouring any one group of stakeholders against others, and avoiding conflicts of personal interest with the corporation's duties.

Duties of Directors and Officers: The Fiduciary Duty

• Self-dealing contracts happen when a director has a conflict of interest.
• Corporate opportunities arise when a business opportunity is present to benefit the corporation and the relevant director or officer could profit from that opportunity in their own personal capacity.

Landmark Case 16.1

• Two corporate officers left their company to establish a competing company and win a contract.
• The court found the officers liable for breach of duty and had to account for profits they made within the previously held contract.

Ethical Considerations 16.1 (1 & 2)

• Corporate Social Responsibility: Voluntary actions by corporations in economic, social, and environmental fields.
• Increased governmental legislation regarding corporate social responsibility (CSR).
• In 2019, the CBCA was amended codifying a directive that included and allowed the directors and officers to consider multiple stakeholders interests alongside environmental and long-term interest of the corporation's stakeholders.

The Duty of Competence

• Directors and officers must exhibit reasonable care, diligence, and skill when acting on behalf of the corporation.

Case 16.1 (1, 2, 3)

• Details of a case related to the duties of competence and fiduciary duty to the corporation in handling business matters.

Liabilities of Directors and Officers

• Directors and officers are liable for the corporation's actions when acting in the course of their duties as directors or officers.
• Personal liability can occur in torts or contract law.

Liabilities of Directors and Officers: Liability in Tort

• Courts differ on whether directors' actions while performing their duties have personal liability for torts.
• Directors and officers should take precautions to avoid actions that constitute a tort.

Liabilities of Directors and Officers: Liability in Contract

• Directors and officers are personally liable on contracts when their actions are clear demonstration of intending personal liability.

Liabilities of Directors and Officers: Liability by Statute

• Statutory obligations, if not met by the directors or officers, can expose the individuals and the corporation to liability.

Case 16.2 (1 & 2)

• A case study on litigation involving environmental liability and breach of orders related to hazardous materials (PHCs)

Business Application of the Law 16.2 (1 & 2)

• Advice on avoiding personal liability by taking necessary, reasonable measures to reduce risks when acting on behalf of the corporation.

Shareholder Liability (1 & 2)

• Shareholders have limited responsibilities.
• Shareholders are not generally liable for a corporation's debts or obligations due to the separate legal entity principle.
• Shareholders can be found liable when their actions or behaviour constitute blatant fraud in concealing information from creditors.

Business Application of the Law 16.3

• A case related to international litigation for environmental damages (toxic oil) caused by a company.

Shareholder Rights

• The three types of shareholder rights are: voting, information, and financial rights.
• Different classes of shares grant different levels of participation, and entitlements for the shareholders.

Classes of Shares

• Common shares offer voting and profit-sharing rights.
• Preferred shares offer a preference in dividends and distribution of assets during insolvency or dissolution.

Shareholder Remedies

• Shareholders have remedies when they are dissatisfied:
• Sell shares (easy for public companies, but not so simple for private).
• Dissent and appraisal rights
• Derivative action
• Oppression remedy

Other Shareholder Remedies (Optional)

• Shareholder agreement: Defines relationships among shareholders.
• Unanimous shareholders agreement: Sets limits on a corporation's directors and officers to control the corporation, rather than the external shareholders.

Case 16.3

• Details of a case where the court determined that the actions of the shareholders were more of an informal affair and therefore a breach of corporate law formalities.

Business Application of the Law 16.4 (1 &2)

• Advice on mitigating risk in the corporate world using shareholders' agreements.
• Examples include, but are not limited to, protecting minority shareholders, managing the company, establishing a market for shares, capital contribution, and buy/sell arrangements.

Creditor Protection (1 & 2)

• Corporations are responsible for their own liabilities (including debts) and shareholders cannot avoid paying their creditors.
• Creditors can seek to use the oppression remedy to protect from the corporation's harmful behaviour.

Termination of the Corporation

• A corporation can be wound up (dissolved) through lapse due to inaction or by court order when it is in the best interest of justice.

Protecting Intellectual Property

• Intellectual property includes inventions, formulas, expressions, designs, names etc that are protected and enforced under specific laws.
• There are four key areas of intellectual property: 1. Patents: protect inventions; useful and novel and innovative. 2. Copyright: protect the expression of ideas or information; originality. 3. Trademarks: to distinguish a person's or business’s products or services from others; brand names. 4. Industrial design: visual features (such as shape, color etc).
• Use of intellectual property often requires payment, or licence.

Patents (1 & 2)

• Patents: legally granted monopolies to make, use, or sell an invention to the patent holder for a period of time.
• Patents secure the exclusive rights to the holder, to restrict others from making, selling, or using the invention until the expiry date or duration of the patent.

Case 18.1

• A court case detailing patent infringement between parties who both produced similar canola types (genetically modified) while the rights had been granted to one party.

Exclusions from Patent Protection

• Software programs have protection under copyright.
• Scientific principles and illicit objects are not patentable.

Case 18.2

• A court case about the patentability of a business method (the "one-click" system).

Requirements Patentability

• Inventions need to be new, useful, and unobvious.
• A one year grace period exists for the consideration of prior disclosure.
• If an invention is seen as obvious or not useful or novel, it will not receive protection.

Patent Protection and Application

• Patent protection is not automatically granted.
• Applications must be filed with the Canadian Intellectual Property Office and reviewed under the criteria of the Patent Act.
• A patent agent may be hired to assist with the process.
• The patent is for a defined period of duration.
• An invention can be used or sold in the US if a U.S. patent is also held.

Industrial Designs

• Industrial designs are protected under Canadian law; protection for the design of products etc.

Requirements for Registration, Registration Process and Protection

• The application process for registration needs to be properly filed with appropriate documents and descriptions.
• Registration under the "Act" allows use of the design; the owner is given exclusive rights and can pursue infringement.

Trademarks

• A sign or combination of signs that distinguish one's products from those of others.

Traditional and Non-traditional Trademarks (1 & 2 & 3)

• Traditional examples include words (e.g., Exxon), phrases (e.g., “Just Do It”), designs (e.g., Nike swoosh), or number combinations (e.g. 6/49 lottery).
• Non-traditional examples include sounds (e.g. lion roar), smells (taste of coffee).

Common Law Trademarks (1 & 2)

• Unregistered trademarks receive protection through common law; they are held by the owner as long as their reputation has spread.
• Protection is granted in areas where the business has been established or has generated a reputation.
• Infringement is often resolved using the tort of passing off.
• Registration of the trademark strengthens the rights by creating a presumption of validity, so that protection is present across Canada.

Trade Names

• The name under which a sole proprietorship, or corporation, does business

Trademarks and Domain Names

• Domain name is the unique address for a website.
• Cyber-squatting is the practice of registering others' trade names or trademarks.
• Website providers may have their own procedure or processes; they have the right to prevent infringement.

Requirements for Registration of Trademarks (1 & 2)

• Applicants must show evidence of use of the trademark; this includes registering it and making it known within Canada through application procedures.
• The trademark needs to be distinctive or be able to become distinctive; whether it could distinguish goods/services for example.
• Trademarks are not registrable if they meet certain criteria, such as, a surname in use for 30 years prior to the application.

Case 18.3

• Disagreement between two companies on their respective rights to use a trademark name.

Registration Process and Protection

• The first user/owner of a trademark is entitled to registration.
• Trademark agents search for similar trademarks prior to a grant of registration.
• Registration allows for 10 years of exclusive rights to use the name or brand; rights can be renewed.

Copyright (1 & 2)

• Copyright protects original literary, dramatic, musical, and artistic works.
• The copyright holder is entitled to use their rights (e.g., to prevent others from copying).
• Copyright is protected automatically; the copyright holder can register the work for enhanced enforcement and to establish a presumption of ownership.

Requirements for Protection

• Copyright protection comes into play once the work is created.

• Registration is an optional step; registration gives a presumption of ownership.

• A work must be original and be fixed; a work is considered original if it is created and not copied.

• Ownership of the work is determined by copyright, in the case of an employee, the employer usually holds the rights.

Rights Under Copyright (1 & 2)

• Copyright gives holders rights to reproduce, translate, adapt or exhibit the work
• The use of the holder's rights can happen through a licensing agreement.

Copyright Infringement

• Copying someone else’s work without permission is an infringement.
• Copying a key or distinctive part of another's work constitutes an infringement, although the amount of material copied is not always the sole factor.
• Collectives that negotiate with users and enforce agreements can make the process easier.

Case 18.4

• Details of a case about unauthorized use of original work (a TV show program).

Moral Rights

• These are rights to the author(s) of a work to have the work properly attributed and not subjected to prejudiced modification.

Case 18.5

• Details of a case related to rights under copyright that allowed the originator some protection.

Exemptions

• There are exemptions from copyright infringement; these include usage in libraries, museums, by people with disabilities or educational institutions, in cases of fair dealing.
• Examples of Fair Dealing exemptions include those for private study, research, criticism, review, education, parody, or satire.

Case 18.6

• Details of a case study focusing on the 'fair dealing' exception from copyright issues in social media.

Confidential Business Information

• This information gives a business an advantage since it is confidential (ie: it is not known by the general public and is also subjected to efforts by the owner to keep it secret).
• Misappropriation protects owners of confidential business information against others by criminal and/or common law means (depending on the circumstances and specifics of the information).

Process and Scope of Protection

• Confidential business information is protected indefinitely as long as it remains unknown publicly.
• Crimes under common law include deceit; falsehood, breach or non-disclosure agreements, and criminal offenses, for the instances of obtaining, communicating and/or distributing a trade secret.
• An employer may owe a fiduciary duty to protect the confidentiality of information disclosed between employer and employee.

Landmark Case 18.1 (1, 2, 3)

• Details of a case related to the breach of confidence, which includes the three elements needed to impose liability: the information conveyed is confidential, it is shared in a setting where a duty to confidence arises, and it was misused.

Limitations on Protection

• Protection is lost once the confidential information is no longer secret through disclosure or discovery, and it does not remain confidential anymore once it is known to the public or others.
• Information is no longer considered confidential when it becomes part of the employees' personal knowledge, skill, or expertise.

Acquisition and Protection of Intellectual Property

• Intellectual property rights are valuable; some may require extensive development costs.

• Assignment: Transfer of a right by one person to another; licence is one party permitting another to use a specific right (often for a fee).

Business Application of the Law 18.2 (1, 2, 3)

• How business owners use social media without infringing copyright (using images only in public domain, if there is permission or a licence)
• Fair dealing as an exception to copyright infringement, in situations where the use is for (amongst others) (criticism or review, education, parody, satire)

Litigation

• Litigation can be necessary to protect intellectual property rights.
• Plaintiffs may seek an injunction to prevent further damages to their business by stopping the alleged infringer's actions.
• Anton Pillar order allows for the seizure of material deemed to be in breach of intellectual property rights.

Real Property (1 & 2)

• Real property is land, buildings and other physical, attached objects and interests (leases, mineral rights etc) that can be owned.
• Real property law has constitutional, statutory, and common law principles.
• Provincial statutes dictate how land title, rights of use and development, and other related interests are registered and assessed.

Types of Interests in Land

• Fee simple is the closest legal interest to owning everything; this can be divided, meaning co-owners can be present in the ownership of land.
• Other rights regarding land include mineral rights, lease estates, life estates, and condominium interests.

Division of Ownership

• One piece of land can be owned jointly by multiple people.
• Interests can be shared, or held by one person (in the case of individual ownership).
• Two typical types of joint ownership are tenant in common and joint tenants.

Registration of Interests in Land

• Provinces have jurisdiction over land title in their respective regions.
• Two main systems exist: registry and land titles systems
• The registry system allows public inspection of records; the land titles does not, the administrators take responsibility for correctness and accuracy (but liability is not absolute).

The Registry System

• The registry system maintains records of property interests.
• The public can review documents for claims, ownership, mortgages, easements etc.
• Lawyers assess documents filed.

The Land Titles System

• Administrators have title certificates on each piece of property.
• Evaluations of official documents are made and kept in records for each property; the administrators are responsible for accuracy.
• The system contains an insurance fund for all potential errors.
• It takes less time than the registry system.

Purchasing Land

• Land purchases are a "buyer-beware" situation; the buyer is responsible for investigating any issues with the land being purchased.

Foreign Ownership

• Foreigners in some provinces are subject to limits on land purchases; sometimes there are taxes applicable.
• Restrictions may include agricultural land purchases or purchases in urban areas.

Obligations of Sellers

• Sellers are not permitted to mislead purchasers regarding the property's condition or state.
• Sellers have a duty to disclose known, material defects which would impact safety/habitability or require extra costs to resolve.
• Commonly a property disclosure statement is used, which lists any particular known defects or problems.
• Purchasers can ask for express warranties from the seller regarding the property's condition/hazards (e.g., there are no known hazardous substances in the property).

Managing Risk

• Risks in purchasing land can be mitigated with an investigation of land title, including third-party interests or claims.
• This investigation will also reveal any legal obligations of the property, including (but not limited to) easements/leases, or restrictive covenants.
• Other considerations can include unregistered leases, unpaid taxes, property disputes, ownership of spouses, and current environmental contamination issues or other matters affecting a purchaser's decision
• Further investigation by hiring experts can determine insurability, the value of the property etc and appropriate safeguards against risk for purchasing the property.

Financing the Purchase of Real Estate

• Purchase of real estate may require financing.
• Mortgages are used to make these transactions.
• A mortgage makes a legal agreement; it includes the repayment schedule, amount to be borrowed, interest rate and all other terms and conditions.
• Proper registration of the mortgage provides a secured status.
• If the borrower has issue with repayment, the lender (lender) has the right to take possession or sell the land in foreclosure.
• The buyer may add conditionalities to the purchase agreement, conditional upon the ability to secure financing.

Stages of a Sale of Land Transaction

• First, agreement for sale: includes terms and conditions.

• Second, investigations: Verification of the property condition or status; surveys, environmental checks etc.

• Third, closing: Seller provides transfer documentation and payment is made.

The Real Estate Lease (1, 2)

• A lease is a contract in which the tenant gains possession and use of the property.
• This contract is separate from ownership of the property.
• Key feature of a lease is exclusive possession of the area during the lease and any agreement made.

Business Application of the Law 19.1

• How traditional lease agreements have been affected by increasing use of online sales.
• Changes to brick-and-mortar storefronts and how these have impacted retail leases, and sales.
• Changing requirements and trends by retailers to shorter terms etc

Terms of the Lease (1 & 2)

• Describes common elements typically included in commercial leases; terms of the lease include but are not limited to: identification of parties, premises description, alterations etc, payment schedule, deposit, taxes, permitted uses etc.

Obligations in Lease Relationship (Landlord & Tenant)

• Landlord and Tenant obligations differ, the landlord's include preventing interference/providing services.
• Tenant responsibilities primarily include paying rent and generally maintaining the property in a timely manner when required.

Rights in a Lease Relationship (Landlord and Tenant)

• Landlords have the right (under certain conditions) involving non-payment of lease to seize the tenant's property to satisfy payment conditions (Distress).
• Tenants have the right to exclusive occupancy and use during the agreed terms of the lease.
• Tenants can transfer/sublet the lease to a third party if allowed by the current provisions in the contract.

Case 19.1

• Details of a retail lease dispute arising from COVID-19.
• The landlord claimed that the tenant's failure to pay rent was a breach of their contract; a court case determined the lease was valid despite the COVID-19 restrictions.

Termination of the Lease

• A lease terminates at the end of the agreed period, and often must contain a timeframe/notice if termination prior to expiry is to be considered.
• Periodic tenancies are automatically renewed if no notice to terminate is given.

Employment Relationship (1 & 2 & 3)

• Employment relationships are contractual; the rules, terms and conditions of the job (which may vary depending on the type of employee or organization and the provincial/federal regulation and legislation) are determined through the contract.
• Employee vs independent contractor: there are different criteria (who is responsible for equipment, amounts of control, employee versus an independent agent) which may make determining whether a relationship is of employment or an independent contract difficult; a clearer distinction, however, is that a contractor who works exclusively or mostly exclusively for an employer is generally considered a dependent contractor.

Implications of an Employment Relationship

• Employees are entitled to certain statutory rights and benefits (e.g. overtime, holidays).
• The employer must deduct income taxes from employee wages.
• Dismissal for cause is an option by the employer; other options include giving reasonable notice to the employee.

Risks in Hiring (1 & 2)

• Vicarious liability holds employers responsible for wrongdoings of their employees (in course of employment).

• Negligent hiring can hold the employer responsible if they were careless in their hiring process of an employee.

The Hiring Process

• Steps in recruiting and hiring employees: include development of job descriptions and advertising, collection of applications, background checks and interviews.

Human Rights Requirements

• Human rights commissions enforce legislation against hiring; grounds against discrimination include (gender, marital status, age etc).

Discrimination

• Discrimination is prohibited by human rights acts; it refers to the act of treating someone differently due to prohibited grounds (such as gender, marital status, disability etc).
• Adverse effects discrimination refers to cases in which the negative effect of a rule is discriminatory.
• Systemic discrimination refers to discrimination from the combined effects of multiple rules, practices and policies.

Defences to Discrimination

• Bona Fide Occupational Requirement (BFOR) is used as a defense in hiring and discrimination cases.
• A duty to accommodate is to modify the work rules in a way so that the employee's specific needs are met despite any pre-existing rules, policies etc.

Penalties for Discrimination

• Discrimination is a violation of employment law, and is subject to human rights commissions filing a court complaint, and penalties depending on the case (fines)
• Corrective measures may include stopping employment practices, hiring practices, providing financial compensation, changing policies etc.

Avoiding Discrimination in Hiring Practices

• A list must be developed that describes the duties and roles associated with the specific job.
• Terms like "busboy", "policemen" should not be part of the job description.
• Information obtained should be about the applicant's ability to perform the duties of the job.
• Information relating to prohibited grounds should not be included, or asked.

Employment Equity

• Provides a system for achieving equality, and considers giving hiring preferences to underrepresented groups in the workplace.

Offer of Employment

• The offer of employment must be clear and precise regarding the employment terms.
• Agreements/offers should include the details of the job, and other policies that may apply.

The Employment Contract

• Employment relationships are contractual in nature.
• Contracts may be of a fixed term or indefinite term.
• Expressions terms in the contract explicitly define the agreement for both parties; terms can also be implied, defined, or created by courts.

Content of the Contract

• Written contracts are preferred.
• Written contracts are legally enforced by courts.
• Contracts outline the rights and obligations of each party.

Terms and Conditions

• Employment standards legislation prescribes minimum terms and conditions (e.g./ legal entitlements of overtime, vacations, statutory holidays, termination and severance, sick leave).

Tim Hortons' Response to Increase in Ontario Minimum Wage

• The rise in Ontario's minimum wage resulted in some Tim Hortons locations being unable to fulfil their pay obligations, while using the same number of employees.
• Use of social media was used to oppose the rise in minimal wage.

Safety and Compensation

• Workers' compensation legislation applies to employment-related workplace accidents and injuries; these accidents and injuries are insured to prevent employers from being responsible.
• Funding for workplace compensation is through employer and employee contributions.
• Some jobs and industries may be excluded.

Workplace Harassment

• Harassment is viewed as unwanted physical or verbal conduct that is offensive, humiliating or damages the job environment or produces adverse job related consequences.
• Some situations, that are not considered harassment, are not protected by legislation (such as jokes about race/sex related).
• There are human rights, employment standard etc legislation, which can be used protect from prohibited harassment.

Pay Equity

• Pay equity strives for equal pay for similar/equal work.
• Employers must evaluate jobs into classes and ensure that the female-dominated jobs are commensurate with, and compensated based on, the male-dominated job classes.

Drug and Alcohol Testing

• Testing is viewed with concern regarding infringement of privacy and human rights.
• Testing is permitted when there is a reasonable suspicion of drug or alcohol use.

Workplace Privacy

• Employers collect employee data.
• Employees have rights to control use and disclosure of that data (protected under PIPEDA and provincial equivalent regulations).
• Surveillance and monitoring can be challenged under privacy legislation.

Privacy of Personal Information on Work Computers

• Employee privacy is not absolute if employers permit personal use of computers or allow access to these personal emails/content

The Union Context

• Federal and provincial governments ensure employment rights for union employees.

Collective Bargaining/Agreement

• Collective agreements contain dispute procedures.
• Informal consultation may be the first phase of the process.
• Arbitration is another phase that requires third party support/participation if unresolved.

Seniority

• Collective agreements usually factor in seniority when deciding hiring/firing/transfer occurrences.

Arbitration of Dismissal

• An arbitrator considers multiple factors when considering if a penalty, or punishment/decision, is just or appropriate. (such as the employee’s record/service, provocation, the seriousness of the offense, premeditation, uniform enforcement of policies etc).

Wrongful Dismissal Suit

• An employee is entitled to reasonable notice or compensation if the employer is found to have unfairly dismissed them from employment.
• Provincial employment standards tribunals may be the first point of contact.
• Federal regulation (Canada Labor Code) can also include a basis for wrongful dismissal lawsuits.

Calculating Wrongful Dismissal Damages

• Courts consider the period of notice due to an employee.
• The plaintiff may also be entitled to out-of-pocket losses and lost income.
• Deductions/computations are based on lost income during notice period, along with any employer-provided compensation benefits.

Manner of Dismissal

• Bad faith dismissals can make an employer liable and more vulnerable to damages.
• If no just cause existed, the manner of dismissal is viewed as a key factor in assessing the damages (ex: not providing references unreasonably or unfairly removing an employee during leave).
• A termination could include other monetary forms of damage, including aggravated damages, emotional distress damages etc.

Duty to Mitigate

• Employees are responsible for seeking comparable alternative employment if they are terminated from their role.
• Employers are not required to assist with this process; they only need to show a degree of reasonableness regarding the termination.

Developments in Wrongful Dismissal Suits

• Increased use of human rights and class actions for supporting wrongful dismissal claims.
• Increased use of aggravated or punitive damages in some cases.

Termination Settlements

• Employers might offer settlements to avoid a lawsuit; severance packages can include financial compensation, benefits, and career counseling.

The Union Context

• Settlements in unionized environments may require grievance processes (which include time limits and third-party arbitration if the problem doesn't resolve).

This quiz covers key concepts related to corporate governance, financing methods, and liability issues within a corporation. Test your knowledge on bylaws, debentures, and the various aspects of corporate legal responsibilities. It is essential for anyone studying corporate law or managing a corporation to understand these principles.