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.
| Identifer | oai:union.ndltd.org:TORONTO/oai:tspace.library.utoronto.ca:1807/25783 |
| Date | 10 January 2011 |
| Creators | Lupa, Patrick |
| Contributors | MacIntosh, Jeffrey G. |
| Source Sets | University of Toronto |
| Language | en_ca |
| Detected Language | English |
| Type | Thesis |
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