A Team Production Theory of Canadian Corporate Law

Authors

  • Stephanie Ben-Ishai Osgoode Hall Law School, York University, Toronto.

DOI:

https://doi.org/10.29173/alr355

Abstract

The article applies the Team Production Theory

developed by American corporate law scholars, Margaret Blair and Lynn Stout, to argue that Canadian corporate law's understanding of public corporations that are not controlled by a single shareholder or group of shareholders reflects a director primacy norm rather than a shareholder primacy norm. Canadian corporate law provides that directors of such public corporations with widely-held share ownership and voting rights are free from direct control by any corporate stakeholders. A potential departing point for Canadian corporate law. the oppression remedy, continues to develop to deal with extra-legal advantages rooted primarily in unequal power relations among corporate stakeholders.  However, in its current and predicted future applications, the oppression remedy does not provide any given stakeholder group with an ability to dominate the boards of public corporations and obviate the director primacy norm. The article suggests that because the director primacy norm accurately describes Canadian corporate law, further consideration needs to be given to corporate law's relative relevance in dictating how Canadian corporations currently operate.

Downloads

Published

2015-12-30

Issue

Vol 44, No 2

Section

Articles

License

For Editions following and including Volume 61 No. 1, the following applies.

This work is licensed under a Creative Commons Attribution-Noncommercial-No Derivative Works 4.0 License

For Editions prior to Volume 61 No. 1, the following applies.

Author(s) retain original copyright in the substantive content of the titled work, subject to the following rights that are granted indefinitely:

  1. Author(s) grant the Alberta Law Review permission to produce, publish, disseminate, and distribute the titled work in electronic format to online database services, including, but not limited to: LexisNexis, QuickLaw, HeinOnline, and EBSCO;
  2. Author(s) grant the Alberta Law Review permission to post the titled work on the Alberta Law Review website and/or related websites.
  3. Author(s) agree that the titled work may be used for educational or instructional purposes and/or in educational or instructional materials. The author(s) acknowledge that the titled work is subject to other such "fair dealing" provisions and applicable legislation.
  4. Author(s) grant a limited license to those accessing the titled work from an electronic database or an Alberta Law Review website to download the titled work onto their computer and to print a copy for their own personal, non-commercial use, subject to proper attribution.

To use the journal's content elsewhere, permission must be obtained from the author(s) and the Alberta Law Review.