Teck Corp. Ltd. v. Millar
Encyclopedia
Teck Corp. Ltd. v. Millar, (1972), 33 DLR (3d) 288 (BCSC) is the leading Canadian corporate law
decision on a corporate director's fiduciary duty to resist a takeover
bids. Justice Berger held that a director may resist a take-over so long as they are acting in good faith, and they have reasonable grounds to believe that the take-over will cause substantial harm to the interests of the corporation. The case represented a major change away from the standard set in the English case of Hogg v. Cramphorn Ltd.
(1963).
Corporate law
Corporate law is the study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community and the environment interact with one another. Corporate law is a part of a broader companies law...
decision on a corporate director's fiduciary duty to resist a takeover
Takeover
In business, a takeover is the purchase of one company by another . In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company.- Friendly takeovers :Before a bidder makes an offer for another...
bids. Justice Berger held that a director may resist a take-over so long as they are acting in good faith, and they have reasonable grounds to believe that the take-over will cause substantial harm to the interests of the corporation. The case represented a major change away from the standard set in the English case of Hogg v. Cramphorn Ltd.
Hogg v. Cramphorn Ltd.
Hogg v Cramphorn Ltd [1967] Ch 254 is a famous UK company law case on the director liability. The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover are breaching their fiduciary duty to the company.-Facts:Mr Baxter approached the board of...
(1963).