Shiobhan, Kendall and Roman are siblings. Together with their father, Logan, they are the directors of the family business, Waystar Royco (the "Business"), which is a publicly traded company. Shiobhan, Kendall and Roman are each 15% shareholders of the Business, their father is a 30% shareholder of the Business, and the remaining 25% of the Business' shares are owned by various private equity investors and public investors. Logan, the father, is the CEO of the Business. Waystar Royco is a conglomerate that has various divisions, including news, amusement parks and cruises. Each of these divisions are run through subsidiaries - Waystar News Co., Waystar Parks Co., and Waystar Cruises Co. 100% of the shares of each of these subsidiaries are owned by the parent company, Waystar Royco. The CEOs and sole directors of each of the subsidiaries are as follows: Waystar News. Co.: Marcia Roy, who is Logan Roy's wife; Waystar Parks Co.: Greg, who is the cousin of the siblings; and Waystar Cruises Co.: Tom Wamsgans who is Shiobhan's husband and is also the Environmental officer of Waystar Cruises Co. Earlier this year, Tom Wamsgans learns that the Cruises division of the Business had been involved in wrongdoing, including providing bribes to foreign governments to reduce its docking fees, covering up the murders and sexual assaults of workers on the cruise ships, using an offshore tax haven to avoid paying taxes, and dumping waste into the ocean that caused significant environmental damage on the eastern and western coasts of Canada. Tom calls Greg and they work up a plan whereby Greg will collect the documents related to the scheme overnight and destroy them, so that there will be no evidence of wrongdoing by the companies. They execute on this plan and believe they have "solved" the problem and promise to not speak to anybody else about the issues. Question 1 (10 points) Some of the victim's families receive leaked information and documents, providing evidence for the wrongdoing of the Business' cruises division. They retain you to provide them with advice. Provide them advice with respect to: (a) Who should they bring a civil claim against and why (there is no need to discuss what the claims would be)? (b) Could any of the businesses or directors/executives of the business be found criminally responsible and/or responsible for other provincial or federal offences? If yes, explain who and why. (10 marks) Question 2 (8 points) Shiobhan, Kendall and Roman learn about the Business' wrongdoings, and learn about Tom's and Greg's attempts to cover it up. They also learn that their father, Logan, had sanctioned and directed the bad activities of Waystar Cruises Co. Advise Shiobhan, Kendall and Roman about: (a) What actions, if any, could they take against Tom and Greg, and who would need to bring such an action? (b) What actions, if any, can they take against their father and who would be entitled to bring such an action? (8 marks) Question 3 (12 points) It turns out that many of the issues at Cruises were caused by the sibling's Uncle Lester, who was a manager at the Cruises division for over 15 years. The Cruises industry is relatively small, and it is difficult for someone at Lester's management level to find another job within the industry. Lester's performance, other than this issue, has been stellar, and he has never once received a reprimand or warning for any past behaviour. The siblings would like to fire Lester for his actions. Explain whether Waystar Cruises Co. can fire Lester, and if so, how they can do so, and what considerations should they consider to ensure that they do not face a wrongful dismissal claim? (12 marks)
