A Brave New World, or Much Ado About Nothing?
Shareholders of the Toronto-Dominion Bank ("TD Bank")
and the Royal Bank of Canada ("RBC") voted in the last
few weeks on shareholder proposals made to confer additional proxy
access rights to shareholders in the nomination of directors to the
respective boards of the banks. TD Bank shareholders voted in
favour of the proposal; RBC shareholders voted against the
proposal.
Some Canadian observers gushed over "history being
made", shareholders "drawing first blood", and the
"floodgates" being opened to further proposals. And to a
degree, it is true that these are notable developments in
Canada.
But Canada has had statutory "proxy access" rights for
decades, and they have rarely, if ever, been used. Moreover, the
shareholder proposals made at TD Bank and RBC, even if adopted into
a bylaw, would make little difference in reality, given the market
caps of these banks. To take the RBC example, it would have lowered
the
