The federal government is now well down the road toward amending the Canada Business Corporations Act to enshrine majority voting into law. But the plan has its critics, and they’re still determined to be heard.
While Canada lags the world when it comes to majority voting laws for directors, that gap appears to be on the brink of major change.
“Nobody is against shareholder democracy and nobody is against shareholder voting,” says Carol Hansell of Hansell LLP. “[But] in our view this shouldn’t be done through the CBCA.” Hansell’s law firm recently released a paper critical of the federal proposal (PDF) known as Bill C-25, which has passed second reading, and called the proposed election process “very, very disruptive and unnecessary.”
To understand some of the concerns being raised, one needs to understand the state of director voting in Canada.