This thesis examines the promises and challenges of internal dispute resolution (IDR) in the corporate workplace of Canada and the United States. The focus of inquiry is twofold: a theoretical and socio-historical study of the corporation followed by a practical analysis of dispute resolution of human or civil rights. The examination of the role of the corporation begins with a review of the statutory and jurisprudential underpinnings of the "corporate person," which have legitimized the corporation and its powerful place in society. Such power, sanctified by the law, impacts not only society at large but also employees of the corporation. Internalization of legal systems into the corporate workplace has shifted some dispute resolution responsibilities from the public to the private domain, relegating further power to the corporation. This public to private shift has deputized the corporation as an enforcer of its employees' civil rights. Two predominant theories of the corporation - the Contractarian and Communitarian - provide understanding about power relationships among the corporation and its constituents. U.S. and Canadian courts and legislatures have demonstrated a preference for the Contractarian theory, which holds that the corporation is a nexus of contracts, and that firm managers should prioritize its contract with its shareholders, governing the corporation so as to maximize shareholder wealth. A careful examination of corporate theory and governance illustrates the corporation's conflict of interest in holding shareholder interests primary while resolving employment disputes. The power differential between the corporation, as agents of its shareholder principals, and employees presents the greatest challenge in equitably resolving employment disputes. The practical aspects of internal dispute resolution in the corporate workplace focus on the potential benefits and risks to employees. In-house mediation, with certain procedural safeguards, has potential for benefits that outweigh risks to individual employees. Building on principles and structures of formal procedural fairness found in courts of law and administrative tribunals, five essential features can best guarantee fairness in IDR: voluntary participation, retention of employees' right to judicial review, prohibition against reprisal for raising the dispute, use of an external mediator, and oversight of the corporation's IDR program by a neutral, external body.

The work was conceived as an attempt to document an aspect of what has been called the rise of the "corporate economy" or of "managerial capitalism" (or, less informatively, the "new industrial revolution"): that is the relative decline of market relations within the system of industrial capitalism and the corresponding growth of economic activity within large corporations. Though this process of change began in Britain in the late nineteenth century, it advanced more slowly than the contemporaneous movement in the United States. Hence, it is argued, the interwar years saw the crucial developments in the structure of industry in Britain, though these have been underestimated because of the absence of a reliable descriptive study of this period. Attention is focussed on the role of mergers in this structural change, since a merger, being a discrete event in the biography of a firm, throws the causes of these developments into clear relief. The study is designed as a critical gloss on economic generalisations about the rise of large scale enterprise based on the propensity to monopolise, an explanation with no diachronic significance; and on the crude technolo- gical and economic determinisms dominating the historical writing which add little to Philip Snowden's classic statement that "trusts ... are inevitable. They will continue, whatever obstacles we attempt to put in their path". [continued in text ...]

This thesis examines the promises and challenges of internal dispute resolution (IDR) in the corporate workplace of Canada and the United States. The focus of inquiry is twofold: a theoretical and socio-historical study of the corporation followed by a practical analysis of dispute resolution of human or civil rights. The examination of the role of the corporation begins with a review of the statutory and jurisprudential underpinnings of the "corporate person," which have legitimized the corporation and its powerful place in society. Such power, sanctified by the law, impacts not only society at large but also employees of the corporation. Internalization of legal systems into the corporate workplace has shifted some dispute resolution responsibilities from the public to the private domain, relegating further power to the corporation. This public to private shift has deputized the corporation as an enforcer of its employees' civil rights. Two predominant theories of the corporation - the Contractarian and Communitarian - provide understanding about power relationships among the corporation and its constituents. U.S. and Canadian courts and legislatures have demonstrated a preference for the Contractarian theory, which holds that the corporation is a nexus of contracts, and that firm managers should prioritize its contract with its shareholders, governing the corporation so as to maximize shareholder wealth. A careful examination of corporate theory and governance illustrates the corporation's conflict of interest in holding shareholder interests primary while resolving employment disputes. The power differential between the corporation, as agents of its shareholder principals, and employees presents the greatest challenge in equitably resolving employment disputes. The practical aspects of internal dispute resolution in the corporate workplace focus on the potential benefits and risks to employees. In-house mediation, with certain procedural safeguards, has potential for benefits that outweigh risks to individual employees. Building on principles and structures of formal procedural fairness found in courts of law and administrative tribunals, five essential features can best guarantee fairness in IDR: voluntary participation, retention of employees' right to judicial review, prohibition against reprisal for raising the dispute, use of an external mediator, and oversight of the corporation's IDR program by a neutral, external body. / Law, Peter A. Allard School of / Graduate

The central objective of this interdisciplinary thesis is to articulate a theoretical, doctrinal and political justification for the reintroduction of corporate charter revocation as a remedy to enhance the accountability of corporations in modern society. Corporations were originally conceived of as public institutions granted charters to carry out specific activities in the interests of society. Where a corporation acted outside of its charter, the corporation's charter could be revoked. Over the past 150 years, corporate lawyers have silently amended corporate laws to provide corporations with rights, powers and privileges that exceed those of individuals. Internal institutional regulation through corporate charters has been replaced by external oversight through administrative regulatory mechanisms. Where incorporation was once considered a privilege, today it is a right. Despite these developments, this thesis argues that theory and doctrine still support the paramountcy of the public over the private, and the legal remedies of corporate charter revocation. The thesis contains six chapters including introduction and conclusion. Chapter one introduces the legal principle of corporate charter revocation and demonstrates why such a remedy is necessary in the context of modern corporate law. Chapter two considers the four accepted theories of the corporate structure and asserts that a revised "neo-concessionist" approach continues to inform our understanding of the corporation/state relationship. Chapter three reinforces this theoretical analysis through an historical and doctrinal account of the prerogative remedies of scire facias and quo warranto and the development of statutory charter revocation provisions. Chapter four focuses on the place of the state, specifically the Attorney General, in initiating revocation proceedings and some of the political barriers to reinstating the remedy. Through the exploration of these barriers and consideration of several recent American case studies, an effort is made to develop a strategy for the successful implementation of corporate charter revocation. The paper concludes with some thoughts about various outstanding barriers to the successful utilization of the remedy, the nature and application of corporate charter revocation generally, and calls for a continuation of a broader debate about the place of the corporation in modern society.

The central objective of this interdisciplinary thesis is to articulate a theoretical, doctrinal and political justification for the reintroduction of corporate charter revocation as a remedy to enhance the accountability of corporations in modern society. Corporations were originally conceived of as public institutions granted charters to carry out specific activities in the interests of society. Where a corporation acted outside of its charter, the corporation's charter could be revoked. Over the past 150 years, corporate lawyers have silently amended corporate laws to provide corporations with rights, powers and privileges that exceed those of individuals. Internal institutional regulation through corporate charters has been replaced by external oversight through administrative regulatory mechanisms. Where incorporation was once considered a privilege, today it is a right. Despite these developments, this thesis argues that theory and doctrine still support the paramountcy of the public over the private, and the legal remedies of corporate charter revocation. The thesis contains six chapters including introduction and conclusion. Chapter one introduces the legal principle of corporate charter revocation and demonstrates why such a remedy is necessary in the context of modern corporate law. Chapter two considers the four accepted theories of the corporate structure and asserts that a revised "neo-concessionist" approach continues to inform our understanding of the corporation/state relationship. Chapter three reinforces this theoretical analysis through an historical and doctrinal account of the prerogative remedies of scire facias and quo warranto and the development of statutory charter revocation provisions. Chapter four focuses on the place of the state, specifically the Attorney General, in initiating revocation proceedings and some of the political barriers to reinstating the remedy. Through the exploration of these barriers and consideration of several recent American case studies, an effort is made to develop a strategy for the successful implementation of corporate charter revocation. The paper concludes with some thoughts about various outstanding barriers to the successful utilization of the remedy, the nature and application of corporate charter revocation generally, and calls for a continuation of a broader debate about the place of the corporation in modern society. / Law, Peter A. Allard School of / Graduate