Questions and Answers of The Law Of Healthcare Administration

Why is it important to distinguish between partnership property and the personal property of the individual partners?
When is it necessary for a partnership to be registered?
What does it mean to say “every partner is an agent of the firm”?
What is meant by “apparent authority”?
What is “joint liability”?
What steps should a partner take to protect herself against ongoing liability when she retires?
Can a partner receive a “salary” from the firm? What is the real nature of a partner’s salary?
What are the three principal fiduciary duties imposed on partners?
How is partnership property distributed on the dissolution of a partnership?
Is there any difference between a partnership and a joint venture?
What are the principal forms that a joint venture may take?
What are the principal advantages and disadvantages of being a limited partner?
In what ways is the liability of a partner in an LLP limited?
What was the motivation for the creation of income trusts?
What is meant by a “legal person”?
What is meant by “limited liability”? Whose liability is limited?
What are the main differences between partnerships and corporations?
What were the principal arguments made by the creditors in the Salomon case in attempting to make Salomon personally liable?
In what ways may two or more corporations be said to be “associated”?
What is meant by “lifting the corporate veil”?
How does the articles of incorporation system of forming a corporation differ from (a) the letters patent system and (b) the memorandum and articles system?
What information must be set out in articles of incorporation?
Why must care be taken in selecting a corporate name? What is a “number name”?
What is the main function of a corporation’s bylaws?
What are the principal characteristics of closely held corporations?
What are the main advantages of forming a professional corporation?
What is the function of a corporation’s stated capital account?
What special rights are normally carried by preferred shares?
What are the usual rights of bondholders?
What factors influence an investor’s choice between shares and bonds?
In what sequence should a corporation’s assets be distributed on liquidation of the corporation?
In what circumstances are restrictions on the transfer of shares binding on purchasers of the shares?
What is the distinction between the business and the affairs of a corporation?
Where are the rules of corporate governance found?
What are the principal powers given to the board of directors of a corporation incorporated under the CBCA?
How are directors appointed? How may they be removed?
To whom are directors’ and officers’ duties owed?
What defences are available to a director accused of breach of duty?
When a director enters into a contract with his or her own corporation, what precautions should be taken to ensure the validity of the contract?
What is meant by intercepting a corporate opportunity?
In what circumstances might a director have a conflict of interest?
What is insider trading?
Who is an “insider”?
What is meant when one says that a minority shareholder is (a) “locked in” and (b) “frozen out”?
What are the principal rights attached to shares in a corporation?
What is the difference between an ordinary resolution and a special resolution?
What are class rights?
What is a proxy? How are proxies appointed?
Do shareholders have any right to receive a dividend if the corporation is profitable?
What are “preemptive rights” in relation to a corporation’s shares?
Are there any restrictions on the directors’ powers to issue new shares?
What information must be provided in a corporation’s annual financial statements?
What is the role of a corporation’s auditor? To whom is the auditor’s duty owed?
What are a corporation’s “documents of record”?
Do shareholders owe any duty to their corporation?
Explain the “appraisal remedy” and the “derivative action”?
What are the principal differences between the “just and equitable” winding-up procedure and the oppression remedy?
What matters are commonly dealt with in shareholder agreements? Why?
What is meant by the “indoor management rule”?
Is a person dealing with a corporation expected to know the contents of the corporation’s articles of incorporation or its bylaws?
Can a corporation adopt a pre-incorporation contract? What is the effect of its purporting to do so?
What are the possible legal consequences when a false statement is made in a prospectus?
Are there any restrictions on a corporation paying dividends to its shareholders?
Why are there restrictions against a corporation returning capital to its shareholders?
What are the principal objectives of securities legislation?
What liability is triggered by a false or misleading prospectus?
What is the difference between strict liability and absolute liability?
Can a corporation be convicted of a criminal offence? How?
Does the principle of limited liability protect a director from criminal liability in the course of performing her duties?
What standard of care and skill is expected of corporate directors in relation to environmental offences?
Who may perform an audit for a public corporation?
What is an injunction?
What are the arguments in favour of imposing a wide liability on professionals?
What is the main effect of increased use of liability insurance?
What is the nature of the fiduciary duty owed by a professional? In what way can that duty be wider than a contractual duty?
What is the test now applied in Canada to determine whether a professional owes a duty of care to a person for a negligent misstatement?
Can a client choose to sue a professional adviser in either contract or tort? What factors will influence the decision?
How did the decision in Hedley Byrne v. Heller & Partners address the issue in Question 5?
Why were the courts initially reluctant to recognize liability for negligent misstatements to persons who are not clients?
How does a fiduciary duty differ from the duty of care owed in negligent misrepresentation?
What must a plaintiff prove to establish negligent misrepresentation?
Why might it be difficult to establish contributory negligence as a defence in a case involving negligent misrepresentation?
When will a professional be liable for an omission?
What are the objections to a “hindsight” approach in determining the appropriate standard of professional care?
What is the essence of causation in most professional–client relationships?
What are the main responsibilities imposed or assumed by professional bodies?
Should professional bodies be allowed to discipline their members, or should discipline be left to the courts?
What are the potential advantages and possible disadvantages of multi-disciplinary partnerships?
Distinguish an offer from a promise.
What is a standard form contract? Describe the different ways in which it may be accepted.
Explain the importance of notice of terms in a standard form contract. To what extent does the law protect the interest of the public in standard form contracts?
Describe the ways in which an offer may come to an end.
What is the legal effect of a counter-offer?
“We cannot be obligated by people who do work for us without our knowledge.” Why?
Can acceptance be effective from the moment a letter of acceptance is mailed even when the offer was not itself made through the mail?
What does it mean to “purchase an option”?
What does it mean to “invite tenders”? When is a contract normally created in the tendering process?
What elements are required for an acceptance to be effective?
Explain the different rules that apply to offer and acceptance when, rather than using the postal system, the parties communicate by telephone.
Should the same offer and acceptance rules apply to the sending of responses by fax or email? Why?

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