Volume 40 Number 2

A Critical Canadian Perspective on the Benefit Corporation

Part I of this Article provides a brief background and description of the American benefit corporation. Part II then delineates the Canadian model of corporate law and governance as it currently stands in the statutes, common law, and in practice. Part III applies the information gathered from the previous two sections to explain why the legal features in the American benefit corporation model are largely redundant to existing Canadian corporate laws. It also addresses how the implementation of the benefit corporation in Canada would conflate incorrect assumptions on Canada’s model of governance and potentially impede the progressive development of Canada’s corporate laws. The Article concludes by offering suggestions to the leaders of the American benefit corporation movement in the wake of the 2016 U.S. Presidential election.

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