We construct a measure of CEO concern for non-equity stakeholders based on corporate social responsibility (CSR) scores, and we investigate how such incentives affect firm leverage and cash holding. In general, we find that non-equity stakeholder incentives decrease leverage and increase cash holding, after controlling for CEO managerial incentives and other firm characteristics. Our findings suggest that corporate social responsibility benefit non-equity stakeholders, which may come at the expense of shareholders.

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The traditional approach to corporate governance in Canada has centered on shareholders. This model of governance is commonly referred to as shareholder primacy. The shareholder primacy model has recently been rejected by the Supreme Court of Canada in Peoples v. Wise and BCE v. 1976 Debentureholders. This paper will be argued that directors should be required to focus exclusively on increasing shareholder value in the change of control context. It is within the change of control context that shareholders most require fiduciary protection. In addition, the shareholder primacy rule provides an enforceable standard for evaluating the actions of directors. As stakeholders have a variety of mechanisms to ensure that their interests are not disregarded, they are not in need of fiduciary protection. In contrast, shareholders face greater risks, which validate a need to be protected by an exclusive fiduciary duty in the change of control context.

Traditional scholarship on corporate law evidences the lack of analysis undertaken to understand the interconnectivity between businesses and the societies in which they operate where , scholarship and case law had favored shareholder primacy. However, an analysis of Section 122 of the Canadian Business Corporations Act (CBCA), reveals that the ambiguous language of director’s duties under the CBCA allows for the courts to continue modernize the law inclusive of stakeholder rights without requiring statutory amendments. Therefore, this thesis argues that courts have the flexibility to interpret that directors are within their duties to balance the rights of both shareholders and stakeholders. In fact, this thesis argues that stakeholder theory is superior to shareholder theory in consideration of law and morality. By concluding that stakeholder theory is the new accepted standard in Canadian Corporate law, this paper offers directors guidance on how to perform their role in accordance with the CBCA.

The traditional approach to corporate governance in Canada has centered on shareholders. This model of governance is commonly referred to as shareholder primacy. The shareholder primacy model has recently been rejected by the Supreme Court of Canada in Peoples v. Wise and BCE v. 1976 Debentureholders. This paper will be argued that directors should be required to focus exclusively on increasing shareholder value in the change of control context. It is within the change of control context that shareholders most require fiduciary protection. In addition, the shareholder primacy rule provides an enforceable standard for evaluating the actions of directors. As stakeholders have a variety of mechanisms to ensure that their interests are not disregarded, they are not in need of fiduciary protection. In contrast, shareholders face greater risks, which validate a need to be protected by an exclusive fiduciary duty in the change of control context.

Traditional scholarship on corporate law evidences the lack of analysis undertaken to understand the interconnectivity between businesses and the societies in which they operate where , scholarship and case law had favored shareholder primacy. However, an analysis of Section 122 of the Canadian Business Corporations Act (CBCA), reveals that the ambiguous language of director’s duties under the CBCA allows for the courts to continue modernize the law inclusive of stakeholder rights without requiring statutory amendments. Therefore, this thesis argues that courts have the flexibility to interpret that directors are within their duties to balance the rights of both shareholders and stakeholders. In fact, this thesis argues that stakeholder theory is superior to shareholder theory in consideration of law and morality. By concluding that stakeholder theory is the new accepted standard in Canadian Corporate law, this paper offers directors guidance on how to perform their role in accordance with the CBCA.

Zugl.: Koblenz, Wiss. Hochsch. für Unternehmensführung, Diss., 2007.

Universiẗat, Diss.--St. Gallen, 2004.

Universiẗat, Diss.--Augsburg, 2005.

Univ., Diss.--Duisburg-Essen, 2005. / Literaturverz.: S. [285] - 314.