Published In

Dalhousie Law Journal

Document Type

Article

Publication Date

2014

Subjects

corporate governance, corporate law, Canada, shareholder primacy, stakeholder interests, fiduciary duties, common law, BCE, poison pills, Canadian Securities Adminstrators, proposed NI 62-105, shareholder rights, securities regulation, OSC, TSX, institutional investors

Abstract

What is Canada’s actual legal model to govern its corporations? Recent landmark judicial decisions indicate Canada is shifting away from an Anglo-American definition of shareholder primacy. Yet the Canadian securities commissions have become increasingly influential in the governance sphere, and by nature are shareholder-focused. Shareholders’ rights have increased well beyond what was ever contemplated by Canadian corporate laws, and the issue of greater shareholder vs. board control has now become the topic of live debate. The future of Canada's overall model seems to rest on what will be more compelling: the constancy of the corporate statutes and trajectory of the common law, or the power and influence held by the regulators.

These conflicting theoretical positions have enriched the dialogue on the current environment of Canadian corporate governance. This qualitative study brings together some of Canada’s leading senior legal practitioners to opine on the fundamental principles that are driving the development of Canadian corporate governance today. Taken within the context of today’s legal and regulatory environment, their insights piece together the framework of a Canadian model of corporate governance to further director knowledge and help inform future research.

Comments

Generously funded by the Canadian Foundation for Governance Research. This report was sent to 7,500 members of the Institute of Corporate Directors on November 14, 2013. 2013 Robert Bertram Award Report, Canadian Foundation for Governance Research and Institute of Corporate Directors.

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