Lex Luthor & Corporate Crimes in Canada

I recently read John Byrne’s mid 1980s classic The Man of Steel, a re-imagining of the original Superman story. This six part mini-series recounted how Superman escaped Krypton, met Batman and the Daily Planet crew, met Bizarro and perhaps most importantly met Lex Luthor and subsequently became his arch enemy. In the fifth comic of the story, Luthor, after an attempt to kill Superman, hides behind the myriad of corporations he controls and shields himself from any criminal responsibility for his actions. Have a look: 

Image from DC's The Man of Steel Vol. 1 #5 (December 1986) Writing and pencils by John Byrne, inks by Dick Giordano, colours by Tom Ziuko & letters by John Costanza. 

From DC's The Man of Steel Vol. 1 #5 (December 1986)

From DC's The Man of Steel Vol.1 #5 (December 1986)

The story has Lex effectively shield himself from the crime by way of his corporation(s). When I read this I thought it might be an interesting issue to discuss in this blog: namely when can a corporation be found guilty of a criminal act? The following entry will examine criminal law and how it relates to the corporate activity within the Canadian context. With hope, you’ll leave here with a better understanding of how Canadian corporate law works and how exactly a corporation can be found criminally responsible for an action it's involved in. For the purposes of this piece I will use the Canadian Business Corporations Act (CBCA) as the statutory basis for our examination. This is the statute used when companies choose to incorporate federally.

We start with the basic idea that a corporation created under Canadian law is a separate legal personality and has, according to Section 15 of the CBCA, the rights of a “natural person”. To better illustrate this Canadians can look back to England to get a sense of what this exactly means. The case Solomon v Solomon Brothers and Company Limited [1897] from the House of Lords held that Mr. Solomon, the founder of the company at issue could not be held personally accountable to creditors for the acts of his namesake company because they were separate legal personalities. This idea was later codified in the CBCA in Sections 15 and 45 with s.45 reading: “The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation.” This notion, that there was a separation between shareholders and management and the corporation has subsequently been labelled by some as the “corporate veil” and was undoubtedly on Lex Luthor's mind when he taunted Superman. 

The notion that a corporate body has a separate legal personality hasn’t gone without commentary as common law developed and many jurists from both sides of the Atlantic have considered it. In the early 1600s for example, English jurist Sir Edward Coke (pronounced "Cook") in the Sutton Hospital Case (1613) noted that the corporation was “aggregate of many is invisible, immortal and resteth only in intendment and consideration of the law" (sic) and "They may not commit treason, nor be outlawed nor excommunicate, for they have no souls." Centuries later the fourth and longest serving Chief Justice of the United States John Marshall remarked in Dartmouth College v Woodward (1819) that the corporation was "an artificial being, invisible, intangible and existing only in contemplation of law". Clearly these legal greats saw corporations as strictly legal constructs. But this raises the question: what if these legal entities are used for less-than-honourable purposes? Such a consideration brings to mind the observations of Lord Thurlow who wrote in 1844 that corporations had: "neither bodies to be punished, nor souls to be condemned; they therefore do as they like.”

Which brings us back to managers like Lex Luthor who use the corporation to shield their criminal acts. A corporation cannot shake a hand, so it stands to reason it can also not wield a gun or in the case of The Man of Steel #5 a space-suited assassin! These are all issues the courts have dealt with since Solomon as corporations have grown to wield immense power and influence in modern society.

In the 1980s of Gordon Gekko, Lex Luthor was turned from mad scientist to fat cat capitalist criminal. Image from DC's The Man of Steel Vol. 1 #4 (November 1986)

To begin our discussion on corporate criminal liability, we should first briefly look at the basics of criminal fault. In criminal law, there are two principal elements that are needed for a crime to occur: the Mens Rea or the "guilty mind" and the Actus Reus, the "guilty act". Finding an Actus Reus of a corporate crime could require just looking to see if some kind of wrong has occurred. The harder part is finding a Mens Rea because it is somewhat complex to attribute a guilty mind to an abstract legal entity. Moreover, how could the prosecution, acting on behalf of the Crown in Canada, prove beyond a reasonable doubt that the corporation committed the crime? As is usually the case, a look at common law is the best way to understand how the courts have grappled with this issue over time.

Let's begin with the case Lennard’s Carrying Company v Asiatic Petroleum [1915] from the UK's House of Lords. Here Lord Haldane held that the guiding principle in English corporate law would be that: 

The corporation was an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purpose may be called an agent, but who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation.

Sound familiar? Here Lord Haldane essentially tows the Coke line and left the corporation untouched with regard to criminal acts. This notion would remain strong in Canadian law until decades later when it started to get chipped away by judges who saw things differently and pushed the law in another direction. For example, in 1941 the Alberta Court of Appeal in R v Fane v Robinson Ltd. set aside an acquittal of two companies where two of the directors and officers conspired to defraud an insurance company. The judge in this case found that the people responsible were acting and directing the corporation and it was here that we saw the germination of what would become the Identification Theory. The Identification Theory merges a Mens Rea with a corporate body using something called the Directing Mind.

For the Identification Theory to work the Directing Mind must use the corporation as a means to commit the crime while at the same time be at the centre of its operations. For example in R v St. Lawrence Corporation [1969] the Ontario Court of Appeal (the highest court of Canada’s largest province and one step below the Supreme Court of Canada) held that the officer or senior official must be a "primary representative through whom the company acts, speaks and thinks." St. Lawrence also remarked how actions taken outside the official responsibility of the leader do not fall within the Identification Theory. So if Lex Luthor was embezzling money from one of his companies then it would be another matter entirely because the company is the victim. In this instance it would be up to the shareholders to sue Luthor on behalf of the company in what is called a Derivative Action. 

Luthor could never understand why Superman didn't want to work for him. Imagine that! Image from DC's The Man of Steel Vol.1 #4 (November 1986)

A good example of the Identification Theory at work is in R v Waterloo Mercury Sales Ltd. [1974] from the Alberta District Court. In this case the sales manager of a car dealership reversed odometers to help sell cars. The dealership had a policy against this clearly fraudulent activity, but it was still not enough to keep it blameless because the individual doing the tampering was the directing mind for the purposes of the criminal activity.

Image from DC's The Man of Steel Vol. 1 #4 (November 1986)  

Since 1985 the most important case relating to corporate criminal responsibility has been R v Canadian Dredge and Dock Ltd. which was heard before the Supreme Court of Canada. In this case several corporations were charged with fraud after colluding in bidding for a contract to dredge Hamilton Harbour at the west end of Lake Ontario. The group's plan was to low-ball one offer and then have the winning company issue contracts to each of the losing partners. Here the court upheld the Identification Theory and stated that when the operating mind, brain area or ego of the corporation was so identified with the act of the individuals then the legal entity (the company) became the source of primary liability. This marked a near entrenchment of the Identification Theory into Canadian law.

And in light of the power corporations have in Canadian society, it should surprise no-one that in 2003 the Canadian parliament passed amendments to the Criminal Code of Canada that redefined the circumstances in which corporations could be held criminally responsible. The current law says that it is no longer simply a Directing Mind that needs to commit the crime, but now it can also include a representative, senior officer or anyone who was knowingly involved in the offence in a specific way, even if they did not actually commit it. The Code also expands liability so that the Mens Rea of the crime may be split into multiple representatives of the corporation and can now include not just directors and officers but also employees, agents and even contractees. 

So there you have it: a little bit about corporate criminal acts and Canadian law using Lex Luthor as a prompt. I hope you enjoyed it and even learned a little something with the help of an important comic mini-series.  As for The Man of Steel itself, it was good trade-paperback. A little dated as happens with 80s comics in 2014, but still an enjoyable reading experience. As always, thanks for stopping by and happy reading! 

WGTB Reviews Two Books on Superman

With Superman having turned 75 this year, it's a truism to say he is one of the most enduring fictional characters in pop-culture. But where did he come from and how has he changed over the decades? If you’ve ever asked yourself this question or just want to brush up on the Man of Steel’s history, then you’re in luck: in recent months two great books released that will help you get to know Superman better. 

 

Superboys: The Amazing Adventures of Jerry Siegel and Joe Shuster -- the Creators of Superman, Brad Ricca, St. Martin's Press, 2013, pp. 448, $33.99

The first we'll look at today is Superboys: The Amazing Adventures of Jerry Siegel and Joe Shuster -- The Creators of Superman written by Brad Ricca. Superboys is an updated creator-focused account of Superman's origins and the personal highs and lows, two of the most famous men in comics experienced while creating their iconic character.

Ricca, educated at Case Western Reserve University and Cleveland-born himself, makes the Ohio roots and the personal and professional lives of Jerry and Joe the focus of his work. Examining early accounts of the Seigel and Shuster history, the book takes us all the way back to the Netherlands, Russia and Canada before we finally arrive at Glenville High School in Ohio, where the two met and became close friends and collaborators. The book also focuses on the early science-fiction fanzines of Joe, the famous Reign of the Superman story, and the sale of the rights of Superman to National Publications. Along the way the book explores the minds and personalities of the creators with special focus on how these two teenagers longed for something better and eventually found this in Superman, only to have it torn away by a bad deal.

The research of this book is extensive and it's especially good when dealing with the legal aspects of the early Superman story. Siegel and Shuster were paid very little ($130) for use of the character and Ricca does a fantastic job at detailing what exactly happened after they made their ‘work for hire’ deal. Because the book was published in 2013, the author was also able to draw, not just upon the widely known episodes of the early years of Superman, but the latest legal proceedings, the likes of which only recently wrapped up in the Ninth Circuit Court of Appeals. Reading dialogue taken almost directly from depositions is always interesting, and certainly fits the comprehensive nature of Superboys. Much of the story of Siegel and Shuster has been told before, but if you’re looking for an up-to-date version par excellence, you will enjoy this well written and comprehensive volume. 4.5/5 STARS.

Next we turn to Superman: the Unauthorized Biography by Glen Weldon. This book is a great place for anyone who wants to know the history of the Superman character as he appeared in the various mediums that have told his story. Weldon, a freelance writer who makes regular appearances on National Public Radio in the U.S., hasn't written an "origin story" per se and barely touches on the Siegel and Shuster aspect of Superman. Rather, he surveys how Superman has evolved over the course of his distinguished career in comics and other media. 

Superman: The Unauthorized Biography, Glen Weldon, Wiley, 2013, pp. 353, $27.45

Beginning with the Golden Age character -- who at times seemed more like a self-righteous bully than the superhero we know today -- Unauthorized tells us how Superman has evolved, how his powers changed, and even mentions some of the other stranger powers that have fallen on the wayside.

Whedon also goes through the early comic stories issue by issue, drawing on examples from the early comics to demonstrate how as the Golden Age gave way to the Silver, Bronze and Modern ages, Superman has evolved and changed with American society. We learn of the earliest and lasting villains; the Mad Men-esque conflicts with Lois Lane of the 50s and 60s; and the gimmicks, reboots and costume changes of later years that have all intended to sell more comics. 

Slogging through Golden and Silver Age comics (not to mention Superman IV: The Quest for Peace) is a challenge for even the most die-hard fan, and having done this Weldon proves his mantle as both fan and expert on the topic of Superman. Writing with a humour, style and detailed understanding of the subject matter, this book is without a doubt a great start for anyone who wants to get caught up on Superman and learn how the character has evolved over the years. The latter chapters – from the 1980s onward – are especially good at offering trade paperback suggestions for those lapsed fans looking to get caught up. As such, this book earns a 4/5 STARS. 

In the early part of his book, Glen Weldon boils down Superman's fundamental attributes to: 1) he always puts the needs of others ahead of himself; and, 2) he never gives up. Both of the above books, while focusing on different aspects of the Superman character, demonstrate that these common threads are what make him such an enduring and enjoyable character. Superman is and will remain one of the greatest superheroes, but his past remains just as interesting and worth knowing if you're willing to take the time. Thanks for stopping by and enjoy the rest of your summer. 

Happy 75th Birthday, Superman!

Seventy-five years ago today, Action Comics #1 was released by National Allied Publications, one part of the company that would eventually become DC Comics. This fine magazine, an effort by Toronto-born artist Joe Shuster and Clevelander Jerry Seigel, was the culmination of a collaboratory friendship that began while both lads attended Glenville High School in eastern Cleveland, Ohio, USA. 

Cover of National Allied Publication's Action Comics #1 (April 1938)

To say Action Comics #1 made an impact on pop culture in both the United States and the Western world is an understatement. This book started a wave of superhero comics that would eventually sell in the millions and become the Golden Age of comic books. From there, Superman and both his heroic associates and villainous competitors would go on to star in a plethora of stories, cross over into other mediums and bring us a deluge of exciting entertainment. Superman is still a big seller at the comic shops today, and if this film trailer is any indication, he will continue to thrill and inspire us for years to come.  

Superman talks to the people of planet Earth in DC Comics' Superman For Earth (1991)

Happy Birthday, Superman! Thanks for looking after us all these years!

WGTB reviews Justice League #12

I’ve been reading Justice League somewhat regularly for the first year of the New 52. But because of the higher price-point and my somewhat limited budget, there had been a couple issues that I missed. This was remedied at FanExpo Canada two weekends ago, when I was fortunate to find all the missing back issues and I'm very glad I did. This has been an overall enjoyable comic since it started the New 52, and I was quite pleased to hear recently that Geoff Johns and David Finch will be working on another Justice League title – Justice League of America – in the near future. 

(Warning: some spoilers below)

Justice League #12 (October 2012) Writing by Geoff Johns, pencils by Jim Lee & art by Ivan Reis, Joe Prado & David Finch. $3.99

This issue will sell well because it received significant media attention due to a kiss between two of DC’s most iconic characters: Wonder Woman and Superman.  And while this may only get comics temporarily back into daily newspapers, the collectability-factor isn’t the only reason to pick it up. This issue also saw the culmination of the relationship conflict between Colonel Steve Trevor and Wonder Woman and a battle between the League and the spirit-driven villain David Graves has become. It also marked a falling-out between Wonder Woman and Green Lantern, with GL appearing to leave the team just in time for the upcoming Rise of the Third Army event over in the Lantern books. Suffice it to say, it was a busy issue and because of this didn't have space to put in a continuation of the Shazam story which I've also been enjoying.

Green Lantern heads back to space in Justice League #12

It was a good book and very emblematic of both the New 52’s move away from the previously established continuity and the freedom the creators have taken with new stories for their tested characters. Research tells me that this wasn't the first time Superman and Wonder Woman have kissed, but it will be interesting to see how these two go forward in the mainstream universe. The cynic might see this as a way of making sales, and to a degree that is true. But the battle and stress relating to David Graves and his 'Pertas' ('hungry ghosts') and Steve Trevor's ended relationship with Wonder Woman was good enough to convince me that this wasn't a flash-in-the-pan event and some serious character development could result from the kiss. We're also given an indication toward the end that it's not completely over with Graves and we should give us something to look forward to in the next issue. 

'Two lost souls, swimming in a fish bowl' in Justice League #12

Regarding the artwork, like most of Jim Lee’s, I find it precise, active and fun. I still think he's one of those artists who captures the medium’s vitality and entertainment value well and is among the best in the business. 

4/5 STARS

Correcting an Error

In my posting for July 1st -- Canada Day -- I made a serious error. In my “Top Five Comics and Canada’ list I neglected to mention that Joe Shuster, co-creator of Superman was Canadian. This was completely unintentional and would have certainly landed him in the top spot. 

Joe Shuster was born in Toronto on July 10, 1914, which means today would have been his 98th birthday. And although ten years later he would move to Cleveland, meet Jerry Siegel and later co-create Superman in the first Action Comics #1 (June 1938), it isn't lost on Canadian comic readers that many of his early memories had a lasting impact on his most famous creation. Two examples include the Toronto Daily Star serving as a model for Clark Kent's Daily Planet and the burgeoning cosmopolitan character of Toronto being an example for Superman's fictional city of Metropolis. 

The City of Toronto returned a civic-minded favour in the early 2000s when it recognised the important legacy of Joe Shuster and named a street after him. Here it is -- Joe Shuster Way -- named after one of Canada's greatest comic book creators and an unfortunate omission by your humble blogger.     

Happy Independence Day!

Happy Fourth of July to all my American friends and readers. Here's the splash from Amalgam Comics' Super Soilder #1 (April 1996). Enjoy the day! 

Amalgam Comics Super Soldier #1 from April 1996. Super Soldier was a cross between Superman and Captain America.

 

WGTB reviews Defenders, Uncanny, FF & F4, Captain Atom, Superman & Alpha Flight

Recently, while listening to another great podcast by John Sinuntres, Spider-Man writer Dan Slott mentioned how he knows of so many readers will rush through their stack each Wednesday just to get on the blogosphere or message boards to give their opinions. Admittedly, I've also done that -- but not this week. This week, I’m going to borrow a page from the ‘Dan Slott School of Savouring Comics’ and put up some thoughts about books from all of January. Just because I can...  

From DC's Captain Atom #5, March 2012

Defenders #2

I’m really starting to enjoy this comic. I have to admit, back in December I wasn’t as taken with the first issue as I thought I would be, but #2 was great and next week's #3 is certainly anticipated. Overall, I love the 'throw-back' feel to the story and layout and I think Fraction's developing a good story by giving this gifted group of superheroes a challenge befitting of their talents. The art isn't outstanding, but it does the job and because of that the books gets 4/5 STARS. 

From Marvel's Defenders #2, March 2012

Uncanny X-Men #3

Gillen’s writing gave me the loudest ‘lol’ moment of my reading this past week courtesy of Namor, a character who seems to be getting around the Marvel Universe. This X-Men continues to be good, but at the same time, I'm also pleased we seem to be moving on from the Sinister story. Don't get me wrong, I love Sinister -- but I also think the multiplicity aspect of the character was starting to wear thin. Overall, however, the book is going well and has an intensity to it that is very welcome, especially now that it appears this team has taken its rightful place as the preeminent team in the Marvel U. 4/5 STARS

LOL! Namor just doesn't get it in Marvel's Uncanny X-Men #3, February 2012

I've really enjoyed the art in Uncanny X-Men #3, February 2012

FF#13, FF#14 & Fantastic Four #602

Reading these three books this past month was very fun and it has really been great seeing the original Four back together. Jonathan Hickman continues to churn out stories that are big in scope, yet have the personal touch of family that has long been the hallmark of the Reed/Storm dynamic. I would also say that Barry Kitson and Paul Mounts artwork of #602 was outstanding and really seems to work with Hickman’s grand themes. This particular issue was very reminiscent of my old favourite TV program Babylon 5. I also seem to have noticed some Japanese mecha (specifically Robotech) influences which was fun. The FF title has also been a good story, and while I'm not as enthusiastic about it as F4, I’m especially enjoying the relationship between Valeria Richards and Dr. Doom. Being a longtime fan of the John Byrne run of the 1980s, it has been great seeing Hickman’s Von Doom become less of the caricature of the evil genius and become friends with the scion of his old nemesis. 4/5 STARS (Collectively) 

Kitson's art has had a Robotech-type influence in Marvel's Fantastic Four #602, March 2012

Epic space battles in Marvel's Fantastic Four #602, March 2012

More big ideas from Hickman in Marvel's FF #13, February 2012

Captain Atom #5

About mid-month, DC released the list of the New 52 that were being cancelled after issue #8 and I really felt this book was going to be on that list. My information was purely anecdotal, but Captain Atom just didn’t seem to be getting the same attention (and sales) as other books. Well, it wasn't and I am glad because I have been enjoying this book on the whole. That said, #5 didn’t especially grab me story wise: the pace isn’t as quick as it could be and a hero of nearly infinite power certainly can do more than battle giant blobs of organic matter. But where the story has been less inspired, I should say how the artwork of Krul and Williams II has been edgy and highly enjoyable. So, if I could offer these fellows some humble advice, it would be to take Captain Atom into outer space or give him a fast paced challenge worthy of his amazing powers and story. This would keep me enthusiastically slapping down my money and hopefully keep this title going well into the future. 3.5/5 STARS. 

The story was a little slow but the art from DC's Captain Atom #5 (March 2012) was outstanding!

Superman #5

In a similar vein to Captain Atom, I've been enjoying this new take on Superman, but also feel it is suffering from a pace problem. In this particular issue Superman battles an elemental and in the course of that, he inhales his enemy which changes his personality into a Draconian anti-crime near-criminal who starts to hassle Metropolis. Obviously, he is possessed but it seems this series has been too much 'establishing' and not enough real super-action. I know this lands me in a position where I'm critiquing George Perez, a comics legend, but I would like to see more of the great Superman myth and because of that can only give it a 3.5/5 STARS.

Great art from DC's Superman #5, March 2012

Alpha Flight #8

To conclude, we come back to Marvel with Alpha Flight #8, the last book of the eight issue maxi which started in the summer.  All in all, this was a good series, but has also been one of mixed sentiments. From FanExpo’s announcement of a continuing series, to the surprising announcement back to an eight issue maxi, this has been a fun yet turbulent ride for fans of Canada's superhero team. So although I liked the story, and enjoyed seeing my old favourite, Wolverine, I also felt it ended on an abrupt note which could have been played out a little longer. That said, it was a reasonably good series and it was good seeing the group back on the pages of Marvel. Pak and Van Lente did a good job at the story-telling and Eaglesham's art, while not the most innovative, did the job that a comic should.  

From Marvel's Alpha Flight #8, March 2012

At the end of the book Van Lente, Pak and Eaglesham each wrote a ‘thank you’ note to the supporters of the book and briefly addressed the FanExpo announcement; the economic factors that dialled it back; and possible future stories that include the Flight. Of course, I won’t tell you exactly what was said, nor will I include an image of the message (go buy Alpha Flight #8 if you want to see what they said) but all in all it was a nice message and you could tell the three enjoyed working on the book and were somewhat disappointed to see it end. But alas, that is the industry we love! 4/5 STARS for the series.

So there you are: some thoughts on the comics we've seen in January 2012. I'll be reviewing Winter Soldier #1 when it comes out this Wednesday, so stay tuned and thanks for reading.