The following abstract has been reproduced from an article that was authored by Johnny Jaswal and Edward J. Waitzer. It has been published in the Osgoode Hall Law Journal and The Next Generation of Responsible Investing textbook.
Johnny Jaswal is the Managing Director of the Jaswal Institute.
Edward Waitzer is a Parter at Stikeman Elliott and was Chair of Stikeman Elliott from 1999 to 2006. He has served as a member of the firm’s Executive Committee and Partnership Board. Mr. Waitzer serves as a director of numerous corporations and community organizations, and writes and speaks extensively on a wide range of legal and public policy issues. He chaired the Strategy Working Party, which restructured the International Accounting Standards Board. He served as a member of the Canadian Institute of Chartered Accountants’ Task Force on Standard Setting, as a public director of the American Institute of Certified Public Accountants, and as a member of the Independent Review Panel on the Comptrollership Function in Canada. He is Chair of the Liquor Control Board of Ontario and President of the Canada-Chile Business Council. Mr. Waitzer serves as contributing editor or on the advisory boards of various publications including Corporate Ethics Monitor, Corporate Governance Review, Financial Regulator, International Securities Regulation Report, The Philanthropist and the Valuation Law Review and is editor-in-chief of the CCH Canadian Securities Law Reporter. Mr. Waitzer has been the Falconbridge Professor of Law at Osgoode Hall Law School. He is a professor and the Jarislowsky Dimma Mooney Chair in Corporate Governance and is director of the Hennick Centre for Business and Law at Osgoode Hall Law School and Schulich School of Business at York University.
“This article considers the use of various legal instruments to advance a more expansive but well-defined view of directors’ duties and discretion–a view which focuses on the longer-term interests of the corporation. We begin with an attempt to clarify the nature of directors’ statutory duties under Canadian corporate law. We then consider the recent decisions of the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE v. 1976 Debentureholders, in which the Court took a broad view of corporate purpose, but failed to provide clear logic or operational guidance as to consequential directorial responsibilities. As a result, the Court may have afforded directors increased deference, provided they comply with prescribed procedural steps, but without a clearly stated legal rationale. We then outline various legal theories that courts might consider to help advance and clarify some of the concepts averted to by the Supreme Court and discuss opportunities for complementary legislative or shareholder-initiated reform.”
The full article can be accessed via the following link and is also embedded below:Peoples BCE and the Good Corporate Citizen (OHLJ)
If you require further information, please contact Johnny Jaswal.