Canadian corporate directors should be aware of Bill C-97 as it
articulates meaningful changes to the duties they bear.
By altering the Canada Business Corporations Act
(CBCA), Bill C-97 expands the class of stakeholders to which
directors must turn their minds when stewarding a corporation. Bill
C-97 codifies past judicial treatment of this issue and adds new
contours to directors' legal obligations. Understanding these
developments is of vital importance for boards of directors in
discharging their legal duties.
Expanding duties
Bill C-97 clarifies directors' duties of loyalty to the
corporation referred to as "fiduciary duty".
Specifically, Bill C-97 elucidates those factors that directors may
consider when acting in the best interests of the corporation,
seeking to make legislation more consistent with the Supreme Court
of Canada's decision in BCE Inc. v 1976 Debenture
Holders (BCE).1
