Benefit Corporations: Legislators Should Tread Lightly

The advent of the burgeoning benefit corporation movement represents a subtle but fundamental change in the way for-profit companies choose to do business. And Canadian legislators, who have been slow to act in support of this movement, should address it with comparable subtlety, recognizing that the movement is an evolution of existing law, bears no relationship to the not-for–profit sector and does not require a host of new regulatory approaches.

The corporation’s pursuit of profit has come a long way since King Charles II gave the Hudson Bay Company a charter to exploit North American resources and to wage war with the inhabitants in  furtherance of its business. So much so that in 2008, the Supreme Court of Canada (SCC) declared (BCE v. 1976 Debentureholders 2008 SCC 69) that the directors of for-profit corporations have a fiduciary duty to act in the best interest of the corporation “as a good corporate citizen.” The ruling has provoked a reconsideration of