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

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

3 Pages Posted: 16 Jan 2014  

Carol Liao

Peter A. Allard School of Law

Date Written: January 16, 2014

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.

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

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: https://ssrn.com/abstract=2379937

Carol Liao (Contact Author)

Peter A. Allard School of Law ( email )

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

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

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