Proxy Access In Canada -- Another US Corporate Law Practice Makes Its Way Up North

An old debate in corporate law is about the role, and control, of shareholders over the managers of their companies. Some romanticise this notion and call it "shareholder democracy"--no doubt, inspired by goings on in the political realm. The latest iteration of this debate is called "proxy access". On March 30, 2017, at the annual meeting of TD Bank, the first ever shareholder proposal on adoption of a proxy access bylaw in Canada was passed. The following week, RBC also put for vote a similar proposal but it narrowly failed. South of the border, last month, Nike and IBM became the latest public companies to go down the road of proxy access.

Proxy access allows certain shareholders the right to make their own director nominations and have those director nominees featured on management proxies. TD, for instance, will now be required to publish the names of the shareholder nominees for directors in its proxy circular and proxy cards.