Business Law Blog

The Business Roundtable, a voice for a significant number of major corporations in the United States, has issued a statement that reverses the “primacy” it formerly afforded to shareholders and endorses a commitment to corporate purpose. Shortly after the release of the statement, the Council of Institutional Investors, another major voice for market ...

Over the past decade, a new corporate form, the “benefit corporation”, has become increasingly available and increasingly popular across the United States.[1] A benefit corporation is a special form of corporation that, in addition to aiming to generate profits by operating a business, promotes one or more public benefits that are identified in its constating ...

As described in our recent blog post, the 2019 federal budget includes proposed changes to the Canada Business Corporations Act (the “CBCA”) that appear intended to clarify the nature of the fiduciary duty of directors and officers. The amendments include a new subsection that sets out a non-exhaustive list of interests that directors and officers may consider in ...

It was almost half a century ago that Milton Friedman pronounced, in a famous article in the New York Times Magazine, that a corporate executive is an agent of the shareholders, that “his primary responsibility is to them,” and that therefore “there is one and only one social responsibility of business - to use its resources and engage in activities designed to increase ...

In May, 2018, we published a blog post on amendments to the Canada Business Corporations Act relating to diversity of boards and senior management. In keeping with its continued focus on gender diversity in corporate Canada, on September 27, 2018, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 58-310 outlining key trends from a ...

A recent paper by ICSA: The Governance Institute and the Investment Association, entitled The Stakeholder Voice in Board Decision Making, offers boards guidance on directors’ duties under U.K. law, focusing on the identification of and engagement with key stakeholders and consideration of stakeholders’ interests in board decision-making.

Boards of Canadian ...

Corporate directors are typically charged by law, convention and societal expectations to bring effective supervision and management to the affairs of the enterprise. The ultimate goal is for management to be able to focus on running the business and getting things done, with all required Board decisions, guidance and directives in hand. 

Productive director time is ...