| This paper argues that the despite the apparent rejection of the shareholder primacy model by the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE Inc. v. 1976 Debentureholders, there is a strong tradition of shareholder primacy in Canada that has persisted in jurisprudence and legislative materials. The dislodging of shareholder primacy as the guiding force in directors' duties is discordant with this tradition and per incuriam. As such, at the moment, the duty of loyalty of directors to the corporation is adrift, lacking substantive guidance from the Supreme Court. This guidance, this paper argues, can be found in the "enlightened shareholder value" model embodied in s. 172 of the United Kingdom's Companies Act 2006 which holds to shareholder primacy while exhorting directors to adopt an inclusive approach to the interests of non-shareholder stakeholders. |
