The Canadian Director’s Dilemma

Shareholder primacy has been a widely accepted norm in the business community for decades, leading executives and directors to focus on maximizing profits along with the value of the corporation’s shares. Nevertheless, critics have long questioned whether public companies should prioritize the interests of investors over the interests of other stakeholders. The most recent analysis of the legal standard that dictates the fiduciary duty of directors in Canadian corporate law was issued in 2008 when the Supreme Court of Canada released the BCE v 1976 Debentureholders decision. Some scholars theorized that this decision signalled a shift toward a more stakeholder-friendly model of corporate governance by calling on directors to act in the “best interests of the corporation.” This article provides an overview of the framework governing the fiduciary duty of directors with an analysis of the historical and economic context that has underpinned this area of corporate law since the Great Depression. It then examines what director duties within Canada might look like in the future while offering insights from the landmark BCE decision to help manage the director’s dilemma. The BCE decision suggests that when competing interests arise, the overriding principle for corporate directors should be to act in the best interests of the corporation by making decisions that aim to drive long-term success, as opposed to immediate profits and increased share value.

• Canadian corporate governance, Fiduciary duty in Canada, stakeholder capitalism, shareholder primacy