Abstract

http://ssrn.com/abstract=2379937
 


 



A Canadian Model of Corporate Governance: Where Do Shareholders Really Stand?


Carol Liao


University of Victoria - Faculty of Law

January 16, 2014

Director Journal of the Institute of Corporate Directors, January/February 2014, p. 36.

Abstract:     
This feature article in the Director Journal summarizes the findings from the report, "A Canadian Model of Corporate Governance: Insights from Canada's Leading Legal Practitioners," produced for the Canadian Foundation for Governance Research and the Institute of Corporate Directors (also available on SSRN).

In the report, interviews were conducted with 32 leading senior legal practitioners across Canada to opine on the fundamental principles that are driving the development of Canadian corporate governance. The report found that Canadian common law has made the process of considering stakeholders in the "best interests of the corporation" more overt, well beyond what is assumed in Anglo-American corporate legal scholarship. Layered onto this corporate legal base, the securities commissions are now playing a major role in shaping Canadian corporate governance practices, and their influence has pushed Canada toward a more shareholder-centric model of governance. Securities regulators have increased shareholders’ rights well beyond what has ever been contemplated under Canadian corporate law. It remains to be seen from the pending determinations by the Canadian Securities Administrators on the regulation of poison pills as to whether the regulators will be tempering their positions toward shareholder primacy in the future.

Number of Pages in PDF File: 3

Keywords: corporate governance, corporate law, Canada, shareholder primacy, stakeholder interests, fiduciary duties, common law, poison pills, Canadian Securities Administrators, proposed NI 62-105, shareholder rights, securities regulation

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Date posted: January 16, 2014  

Suggested Citation

Liao, Carol, A Canadian Model of Corporate Governance: Where Do Shareholders Really Stand? (January 16, 2014). Director Journal of the Institute of Corporate Directors, January/February 2014, p. 36.. Available at SSRN: http://ssrn.com/abstract=2379937

Contact Information

Carol Liao (Contact Author)
University of Victoria - Faculty of Law ( email )
PO Box 2300, STN CSC
McGill at Ring Rds (Fraser Bldg)
Victoria, British Columbia V8W 3B1
Canada
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