A Canadian Model of Corporate Governance

Dalhousie Law Journal, Vol 37, No 2, Fall 2014

43 Pages Posted: 16 Nov 2013 Last revised: 15 Jul 2015

See all articles by Carol Liao

Carol Liao

Peter A. Allard School of Law

Date Written: 2014


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.

Note: 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.

Keywords: 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

Suggested Citation

Liao, Carol, A Canadian Model of Corporate Governance (2014). Dalhousie Law Journal, Vol 37, No 2, Fall 2014. Available at SSRN: https://ssrn.com/abstract=2354514

Carol Liao (Contact Author)

Peter A. Allard School of Law ( email )

University of British Columbia
1822 East Mall
Vancouver, British Columbia V6T 1Z1

HOME PAGE: http://www.allard.ubc.ca/faculty-staff/carol-liao

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