ABSTRACT
This chapter examines the changes to corporate governance that happen beyond codes of conduct, which includes the expansion of fiduciary duties in legislation and caselaw such as Peoples and BCE. It discusses the cases of Peoples and BCE, as well as the fiduciary duties outlined in the CBCA. The chapter describes how Benefit Corporations would fit within the Canadian legal landscape. A Benefit Corporation (BC) is a new corporate form implemented in the United States of America (US) that is intended to make corporations more socially responsible by outlining obligations beyond shareholder wealth maximization. The principal question raised by the appeal is whether directors of a corporation owe a fiduciary duty to the corporation’s creditors comparable to the statutory duty owed to the corporation. The chapter explores the new corporate form of BCs and how they would fit into the Canadian legal landscape by examining the Canada Business Corporations Act, BCE Inc v 1976 Debentureholders and Peoples Department Stores Inc.
