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39 U.B.C. L. Rev. 209 (2006)
Peoples v. Wise - Conflating Directors' Duties, Oppression, and Stakeholder Protection

handle is hein.journals/ubclr39 and id is 217 raw text is: PEOPLES V. WISE - CONFLATING DIRECTORS' DUTIES,
OPPRESSION, AND STAKEHOLDER PROTECTION
MOHAMED F. KHIMJI'
I. INTRODUCTION
The overriding objective of corporate governance is to align the interests of
directors and officers with those of the corporation they serve through a
system of legal mechanisms. Recent high-profile failures of large public
corporations have prompted a reconsideration of the adequacy of this system.
Any sensible discussion on the content or substance of these mechanisms
cannot take place without first taking a position on the role of corporations.
Only then is it possible to make a coherent assessment of what is to be
expected of management and how this is best enforced. This is because the
duties and obligations of directors and officers are defined and circumscribed
by the manner in which the corporation is conceived.2
The 1930s, in addition to the famous Berle and Means' thesis on the
separation of ownership and control,3 saw the for whom are corporate
t Assistant Professor, Dalhousie Law School. The author would like to thank Anika
Rodinos for her valuable research assistance in preparing this work and Vaughan Black for
comments on an earlier draft. Any errors and omissions are the author's own.
I In the past decade numerous reports have been released regarding the issue of corporate
governance in Canada. See the Toronto Stock Exchange Committee on Corporate Governance
in Canada, Where were the Directors? Guidelines for Improved Corporate Governance in
Canada (Toronto: Toronto Stock Exchange, 1994) (generally referred to as the Dey Report);
Institute of Corporate Directors & Toronto Stock Exchange, Report on Corporate Governance.
1999: Five Years to the Dev, (Toronto: Toronto Stock Exchange, 1999); Joint Committee on
Corporate Governance, Beyond Compliance: Building a Governance Culture (Toronto:
TSX/CNDX/CICA, 2001). On June 30, 2005, the implementation of National Instrument 58-
101, Disclosure of Corporate Governance Practices replaced the TSX rules regarding
disclosure for corporations listed on that exchange.
2 Sarah Worthington, Reforming Directors' Duties (2001) 64 Mod. L. Rev. 439 at 441-
42, 445.
3 A.A. Berle & G.C. Means, The Modern Corporation and Private Property, rev. ed. (New
York: Harcourt, Brace & World, 1968).

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