What is Canada’s actual legal model to govern its corporations?  It has been five years since the landmark BCE decision where Supreme Court of Canada indicated that corporate directors are not confined to decision-making focused solely on shareholders’ interests, short term profit, or share value. In exercising their fiduciary duties, directors are to act in the best interests of the corporation viewed as a good corporate citizen. On the other hand, the Canadian securities regulators have become increasingly influential in the governance sphere, and by design are shareholder-focused. Shareholders’ rights have increased well beyond what was ever contemplated by Canadian corporate laws, and the issue of greater shareholder vs. board control has now become the topic of live debate.

The conflicting theoretical positions from the courts and the securities commissions have enriched the dialogue on the current environment of Canadian corporate governance. I conducted interviews with 32 leading senior legal practitioners across Canada, who spoke candidly on matters involving shareholder primacy, Canada’s legal and regulatory landscape, and the future trajectory of Canadian corporate governance. In addition to outlining a Canadian model of governance, the findings from this qualitative study should influence how Canada proceeds in the enactment of new “hybrid” corporate legislation. There has been much fanfare regarding the possibility of Canada implementing a corporation similar to the US “benefit corporation” to advance the development of social enterprises. However, the legal features of the benefit corporation are redundant to Canadian corporate law. I offer ways in which Canadian legislators should approach the implementation of corporate laws designed to support social enterprises, to better address Canadian social and legal needs.