It is now into its third edition (published by Scribbers Publishing) and is testimony to the fact that such a widely acclaimed book has a vast readership throughout Canada.

The 728 page is divided into 9 chapters. They cover all the salient issues for the probing legal minds, such as corporate management, shareholders’ majority rule, minority remedies, corporate capital structure

Prof Welling provides a useful historical and constitutional insight into the development of Canadian company law and the Charter of Rights and Canadian Corporations in Chapter 1 of his book.

This is followed immediately by the Corporate Constitution. Unlike the two document constitution in England, the Canadian corporate constitution contains only the articles of association.

This is followed by the traditional information found in most company law text books, such as corporate personality, lifting the corporate veil, incorporation and pre-incorporation transactions.

Often, a company is found liable contractually to a third party as a result of an ostensible authority vested by an officer of the company. Chapter 4 contains Corporate Obligation and there are nearly 70 pages of useful information of actual and ostensible authority of an agent acting on behalf of his principal, namely the company itself.

Corporate governance is getting front paged headlines in financial and business publications due to lack of transparency and breach of fiduciary duties by directors and officers of the company. Chapter 6 is on Corporate Management, but it includes topics such as fiduciary obligations of managers, insider duty and the standard of care, diligence and skill imposed on both directors and officers of the company.

Derivative action or representative action instituted by a minority shareholder or a small group of shareholders on behalf of the company to redress a wrong done to the company is given adequate attention by Prof Welling. Derivative action is given statutory effect not only in Canada, but in other common law jurisdictions, such as Singapore. The PR Chinese Company Law of 2005 does provide for such representative remedies as well.

The author Professor Bruce Welling specializes in corporate law and is a professor at the University of Western Ontario. He received his legal education in Canada, England and Australia. He has written two other books on corporations and companies, as well as Property in Things in the Common Law System (Scribblers Publishing Australia 1996).