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Since everyone's so damn political
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Maybe you can give me some ideas here solving a political problem. I have to draft a statute. Like a law. Here's the gist:
If your company is going bankrupt or is about to, you hire a trustee (who is hired privately but licensed by the government and considered an officer of the court) to run your business short-term until its fate is decided (ie, another company buys it).
So here's the problem: When managing a company that's floundering as trustees do, sometimes it helps to lay off some employees or do other things to trim down costs. But under BC labour laws the trustee is regarded exactly the same way a new owner would be. So if the company coffers don't have enough money to pay for pensions or severance pay for the laid-off workers, or any other costs that might come up while the trustee is running the business, he is personally liable to pay the balance.
Since trustees are a good thing and keep businesses afloat, we want to promote them being able to do their job without having to worry about being stuck with the costs of keeping a business afloat without getting the benefits (which go to whoever ends up buying it, usually). BUT we also don't want trustees to be completely unaccountable for what they do, either (i.e. that they fire all the employees without any cost and screw those employees over completely with regard to severance payments).
So I need a solution that takes both sides of this into account: doesn't put trustees' financial survival on the line, but also supports labour. What do you all think?
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Apparently no one reads anymore. This thread a month and a half old. The argument is over. You don't go up to someone and say, "Hey remember what you were talking about 6 weeks ago? Well I think you're wrong". So let it go. Nothing in here is relevant anymore.
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ill look at it. i have 40 minutes before legal process class.
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Definitions are in 138.1.
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well it looks like youve got a pretty lengthy fact pattern there. What it looks like to me on a very, very curosry read of the facts and the statute is a favorable position for your client. i have to go off to class though. ill come back to this later.
what sort of class are you in? ive seen you drafiting laws, talking about chattels, and now security law... sort of an overview class?
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Both of the problems in this thread have been for a class called Regulatory State, which has a lot to do with securities regulations because it's the prof's hobby horse, but it's supposed to be about the legislature's interaction with the courts. So we focus a lot on statutory interpretation. Thus this...
I'm not even sure the end of the fact pattern implies a required position for or against the Beef concern in question... only an investigation into the "merits" of the case. There are no precedent cases on secondary market disclosure under these two sections. There was however a recent supreme court case on primary market disclosure which held that because falling prices as a result of external influences could not constitute a "material change" within the meaning of the statute, the corporation and its officers were not liable for failing to disclose that information after their prospectus was issued (the prospectus in that case became misleading later because of external factors negatively affecting sales). Duties for primary market disclosure are in s.56(1) and 57(1) and the remedy is in 130(1) of the O.S.A. I linked. I'm trying to figure out how they're transposable to secondary market obligations as in this case. It seems to me that the acquisition of the fox farm was a material change in the business because the company gained a totally new source of revenue. But aside from that I don't see any material change as a result of the bovine flu stuff. Plus, the court has held that the fact that a challenged statement future oriented financial information was substantially achieved in the end, even though it was ostensibly unreasonable at some point, is evidence that it really WAS reasonable... I mean, how unreasonable could it have been if they ended up achieving it? I don't really agree with the last argument, but it's in the common law.
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Apparently we're still not understanding. So here, I fixed the thread. Now it can address a useful and current topic instead of one I stopped caring about 6 weeks ago. Thank you, delete button.
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it seems like from what you said that the common law would really just be persuasive authority here... so you would consider the statute first, and if there is still some kind of unresolved issue, go to the court holding...
im sure you know that already, but it seems like from what you said you were giving thought to the relation between the court decision and the fox farm acquisition. is that necessary?
you should make your decision based on the statutes that directly rule on this issue. but like i said, if that doesnt get the job done, then you can go and ponder the relationship of the supreme court decision.
also, the idea that something that was achieved is necessarily reasonable may be good common sense, but this is the law were talking about. things like reasonableness and forseeability often have little to do with what actually ends up happening.
those are my few critiques. keep in mind im not familiar with any differences that may exist between the Canadian and American justice systems. i just know they're both common law systems, and am going on the assumption that they are similar enough to apply what i know about one to the other.
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They pretty much are, the major differences between the two are constitutional. US securities law is different, but it's still a persuasive authority. Yeah, the statute is obviously the overriding authority here (and everywhere else), but what I'm trying to guess is how the court is going to interpret the statute and apply it to these facts, so that's why I'm looking at a supreme court decision in the other case, which is looking at the same Act in somewhat similar circumstances.
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well in absence of any other primary mandatory authority, a supreme court decision on a very like situation would be good. i guess my question was whether you can come to a conclusion based on the statute. also, i am assuming that the teacher directed you to either the supreme court decision by name, or encouraged you to do some research? if not, going off to other sources outside the provided universe of fact and rule can sometimes be unnecessary.
if you are determined to use the court ruling as persuasive authority, then simply draw out whatever distinctions exist between the primary disclosures and the secondary disclosures, and apply law as necessary.
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