Preface

• Author: Christopher C. Nicholls
• Pages: 3-5

iii

Preface

Academic books about corporate law must tread a fine line. The business corporation has

real work to do. It is no sterile laboratory specimen. And vibrant “living” institutions

simply won’t stand still long enough to be probed and tugged at by the curious.

Among practitioners there is considerable doubt about whether academic corporate

law books are of much use. A volume of general “off-the-shelf” doctrinal research is

welcome enough. That sort of book can come in rather handy—in the stressful moments

before a hastily convened client meeting, say, or when in search of a convenient spring-

board for more detailed client research. But the further published sources begin to stray

from case summaries and annotations, the less interest they hold for the busy corporate

practitioner. Theoretical discussions about corporate law are, in particular, apt to strike

no-nonsense solicitors as silly, unhelpful, and very far removed from the “real world” in

which the business corporation was always intended to operate.

But there is a further consideration. Though it has become trite and even tiresome to

say so, Canadian university law faculties must not only function as schools of profes-

sional training but must also strive to remain true to the broader educational and research

goals of the modern university.

With all that in mind, let me suggest where this text might fit. Its primary purpose is to

introduce the basic topics that are usually thought to comprise the law of business

corporations in Canada. The approach is chiefly doctrinal, but it also touches here and

there on the principal academic discussions that have been advanced about the subject.

The goal is to provide the reader—a reader who is assumed to be new to the study of

corporate law and has not much in the way of practical business experience—with some

understanding about what the study of corporate law entails, and how the academic

discussions of the topic relate to the doctrinal considerations.

While this text is meant to introduce readers to much of the traditional “learning”

about corporate law, it is not, however, meant to leave the traditions unexamined or

unchallenged. Albert Einstein is said to have described common sense as merely that

collection of prejudices acquired by age 18. To the cynical, the common law may seem to

comprise that collection of prejudices laid down in the minds of judges when they were

in law school. If there is any truth to this observation, I hasten to add, it should be

understood as a critical commentary on the nature of legal education and not on the

nature of judges. To simplify and synthesize the massive collection of the learning that

has gone before us requires a cunning use of shortcuts and summaries, consolidations,

abstracts, and even summaries of summaries. Not all of the material available for this

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