The Good Corporate Citizen

  • Edward J. Waitzer
  • Johnny Jaswal
Part of the Advances in Business Ethics Research book series (ABER, volume 1)


This paper considers the use of various legal instruments to advance a more expansive, but focused, view of directors’ duties and discretion – one which focuses on the longer term interests of the corporation. To do so, 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 in BCE v. 1976 Debenture-holders, 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 (assuming they comply with prescribed procedural steps) without a clearly stated legal rationale. We then outline various legal theories that courts might consider and elaborate on in order to help advance and clarify some of the concepts averted to by the Supreme Court of Canada in the peoples and BCE decisions, as well as opportunities for complementary legislative or shareholder-initiated reform.


Corporate Social Responsibility Corporate Governance Supra Note Socially Responsible Investment Stakeholder Theory 
These keywords were added by machine and not by the authors. This process is experimental and the keywords may be updated as the learning algorithm improves.


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Copyright information

© Springer Science+Business Media B.V. 2012

Authors and Affiliations

  1. 1.Stikeman ElliottTorontoCanada
  2. 2.Osgoode Hall Law SchoolTorontoCanada

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