Bibliographic record
Abstract
The recent decision of the Canadian Supreme Court in BCE Inc. v. 1976 Debenture holders, 2008 SCC 69, created further uncertainty in the Canadian corporate law of directors’ fiduciary duties, especially with respect to one of the most basic issues of corporate law: how to reconcile the competing interests of shareholders and non-shareholder corporate stakeholders such as bondholders. One substantial cause of this confusion is Canadian courts’ tendency to be too deferential to American principles of corporate law, at least some of which are in deep tension with the structure of Canadian corporate law. As a result of the outcome in BCE, Canadian law, despite the fact that the Canadian Business Corporation Act (CBCA) offers more explicit protections to creditors than U.S. corporate law, has ironically become more formalist in its approach to creditors’ rights than U.S. law. The first part of this article discusses the Court’s contractual analysis of the bondholders’ rights. The second part discusses the Supreme Court’s analysis of the bondholders’ oppression claims, with criticism limited to two aspects: 1) its failure to apply its own conception of the board’s fiduciary duty to the board’s actual conduct, and, 2) its decision to treat BCE and Bell Canada as though they were one corporation. The third part argues that, given the differences between background principles of commercial law in Canada and the United States, Canadian courts should adopt American corporate law precedents only after carefully ascertaining their consistency with background principles of Canadian commercial law and the particular principles that animate Canadian corporate law which, relative to U.S. corporate law, especially as formulated in Delaware, is substantially more paternalistic.
Fetched live from OpenAlex and de-inverted. Abstracts are not stored in this database: the inverted indexes are 8.6 GB of the frame’s 9.3 GB of text, and the host has 13 GB free.
How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.004 | 0.011 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.004 | 0.003 |
| Science and technology studies | 0.018 | 0.035 |
| Scholarly communication | 0.014 | 0.006 |
| Open science | 0.002 | 0.003 |
| Research integrity | 0.007 | 0.010 |
| Insufficient payload (model declined to judge) | 0.008 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".