Canadian Corporate Governance Reform : In Search of a Regulatory Role for Corporation Law

Corporate governance is increasingly attracting attention from Canadian governments and regulators. Although they have been numerous, the proposals put forward in Canada by corporate governance reform committees share two salient characteristics. First, they assume that reform of corporate decision-making of publicly held corporations is required in order to maximize social welfare. Second, they presuppose that the implementation of and compliance with the recommendations are private matters that should be left to the discretion of corporate actors. Corporate governance should be primarily regulated by private norms. The first characteristic has been extensively discussed. However, the second characteristic of reform initiatives has received less attention. This chapter makes a contribution towards bridging this gap in the current literature by discussing the role of public regulation in the implementation and enforcement of corporate governance reform proposals