Toward a Distinctive Canadian Corporate Law Regime

Osgoode Hall Law Journal, Vol. 29, p. 863, 1992

36 Pages Posted: 8 Jul 2008

See all articles by Jeffrey G. MacIntosh

Jeffrey G. MacIntosh

University of Toronto - Faculty of Law

Ronald Daniels

affiliation not provided to SSRN

Date Written: 1992

Abstract

In this article, the authors consider the impact of the institutional and market environment in which Canadian business operates on the structure of corporate and securities law. The authors argue that the linkages between markets and law have been neglected by scholars, judges, and regulators concerned with Canadian corporate and securities law, resulting in the adoption of approaches that are ill-suited to the Canadian environment. Canadian capital markets, for instance, are characterized by high levels of share ownership concentration, thin trading problems, intensive inter-corporate linkages, and possibly lower levels of efficiency. In sum, these factors make the problems occasioned by separated ownership and control (the Berle and Means corporation) much less acute in Canada than the problems of majority shareholder opportunism. These factors also suggest that regulatory initiatives should be structured in a way that distinguishes between the problems of large, intensively traded companies and smaller, thinly traded companies populated by retail investors. The authors consider these issues in the context of three case studies: the private agreement exception, poison pills, and a self-interested transaction.

Suggested Citation

Macintosh, Jeffrey G. and Daniels, Ronald, Toward a Distinctive Canadian Corporate Law Regime (1992). Osgoode Hall Law Journal, Vol. 29, p. 863, 1992, Available at SSRN: https://ssrn.com/abstract=1156961

Jeffrey G. Macintosh (Contact Author)

University of Toronto - Faculty of Law ( email )

78 and 84 Queen's Park
Toronto, Ontario M5S 2C5
Canada
416-978-5795 (Phone)
416-978-2648 (Fax)

Ronald Daniels

affiliation not provided to SSRN ( email )

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