This 3-volume book has been transformed into a comprehensive commentary and analysis of Federal corporate law citing over 2000 cases and spanning more than 1200 pages making this an essential resource for practitioners as well as judges and academics.

In addition to featuring comprehensive and valuable updates on a wide range of topics, Gray’s Commentaries on Federal Corporate Laws includes 90 issue-specific legal memoranda relating to Canada Business Corporations Act and Canada Not-for-profit Corporations Act corporations totalling approximately 700 additional pages. Also new:

• case law under the fiduciary duties of directors in s. 122(1)(a) has been classified into various sub-duties including:
  • confidentiality, conflicts of interest, corporate opportunity, unfair competition, defensive measures in take-over bids, fettering of discretion, sale of a minority’s shareholdings and secret profits.
• extensive case law on grounds for relief from oppression have been worked into the overarching framework established by the Supreme Court of Canada’s seminal decision in BCE, such as:
  • the buyout remedy in s. 241(3)(f) includes analysis of the case law pointing to circumstances favourable and unfavourable to the buyout remedy,
  • the myriad ways courts structure the buyout remedy,
  • the definitions of fair value and fair market value,
  • adjustments to neutralize the effects of oppression, minority discounts, control premiums, the valuation date, adjustments from fair market value, valuation methodologies, vendor-financing, restrictive covenants and much more.

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