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Introduction - Corporate Social Responsibility
Vanisha H. Sukdeo'
When I started compiling the list of contributors for the special issue I wanted to make sure that it was a
diverse group with varying research interests that all fell under the broad umbrella of corporate governance
and Corporate Social Responsibility [CSR]. This issue includes scholars from Canada as well as Australia.
In 2004, the Supreme Court of Canada [SCC] handed down the Peoples' decision which expanded on
Section 122 of the Canada Business Corporations Act [CBCA]. The Court found that the fiduciary duty
under s. 122(1)(a) of the CBCA requires directors and officers to act in good faith and honestly vis-a-vis
the corporation. Directors and officers will not be held to be in breach of the duty of care under s. 122(1)(b)
of the CBCA if they act prudently and on a reasonably informed basis.2 In 2008, the SCC handed down
the decision in BCE3. Building on Peoples, BCE stands for the proposition that Directors and Officers
have obligations to stakeholder groups beyond shareholders.4 To understand the changes made in Canada
since Peoples in 2004 and BCE in 2008, there has to be an appreciation of the movement towards social
justice and the ability of all areas of law to bend towards justice and progress. Corporate Law is often
thought to fall under the term black letter law such as Torts in first year law school as these are areas of
law that have their foundations in the neighbour principle from Donoghue. These tend to be thought of as
antiquated notions about duty of care and other less trendy topics compared to the trendy topics of
Artificial Intelligence and Bitcoin. Corporate Law can be used to help advance the interests of the less
powerful through harnessing the power of the corporation and reforming the discussion from being just
about shareholders to being about all stakeholders. To return to the topic of neighbour - the discussion
becomes oriented towards whether someone in the same city is your neighbour and whether those concepts
can be stretched to include those who mine for conflict minerals in Africa. Are they neighbours to a
Canadian? If so, what duty is owed to them? How can duties be built to ensure that the law protects all
and not just a select few? The articles included in this special issue seek answers to those questions.
Professor Benjamin J. Richardson examines how the concept of aesthetic can be used to examine
greenwashing, consumer culture as well as culture jamming. He examines how consumers are sold a
version of corporations helping the environment which at times may be self-serving. Corporations often
push for self-regulation to avoid state regulation. So too does that hold for environmental protections. If
corporations are able to posit themselves as eco-champions then they may be able to dissuade governments
from bringing in new environmental protections. Why bother forcing corporations to help the environment
when so many corporations are successfully branding themselves as being eco-friendly already? This
* Vanisha H Sukdeo is a lawyer, Course Director, and Ph.D. Candidate at Osgoode Hall Law School in Toronto, Ontario.
She is the author of two books - Regulation and Inequality at Work (New York: Routledge, 2018) and Corporate Law,
Codes of Conduct and Workers ' Rights (New York: Routledge, 2019). Vanisha has also published articles and book
chapters on a range of topics from corporate law to labour & employment law. Vanisha also has a forthcoming book that
is set for publication in 2020.
1 Peoples Department Stores v. Wise, 2004 SCC 68.
2 Vanisha Sukdeo, Corporate Law, Codes of Conduct and Workers'Rights (New York: Routledge, 2019), at 83.
3 BCE Inc. v. 1976 Debentureholders, 2008 SCC 69.
4 For a more in depth summary of both Peoples and BCE please see, Sukdeo, supra note 2 at 83.
(2019) 36 Windsor Y B Access Just
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