Appendix 2: A Comparison of Corporate Government in Capitalist Societies

• Author: Allan C. Hutchinson
• Pages: 354-359

THE COMPANI ES WE KEE P

354

Canada United States United Kingdom Germany Franc e Japan

Corporate

Governance Codes

CSA issues Nationa l

Instrume nts which

can be adopted by

provincial jurisd ic-

tions either as ru les

or regulations hav-

ing legal e ect.

Sarbanes-Oxley Act Combined Code

on Corporate

Governance

Corporate

Governance Code

Loi sur la Sécu rité

Financière (LSF)

Commercial Code

Majority

Shareholders’

Duties to

Minority

Shareholders

Oppression remedy

in CBCA interpreted

broadly by cour ts.

Mandatory CBCA

rules requi re two-

thirds major ity for

shareholder approval

of certain f unda-

mental changes to

the corporation, and

give minority share-

holders a right to be

bought out if they

disagree wit h the

outcome of a vote.

Majority share-

holders owe a

duciary duty to

minority sharehold-

ers in closely held

corporations in cer-

tain American states

(i.e., Massachusetts).

Shareholders may

waive duciar y

duties. Many states

have dissolution and

buyout remedies

available for minor-

ity shareholders.

No clear duci-

ary duty. Mi nority

shareholder protec-

tions: regulatory

pressure on invest-

ors, easier rule s than

in US to get rid of

incumbent boards.

No clear duciar y

duty, although t here

are statutory a nd

judicial remedies

to protect minorit y

shareholders from

conduct of majority

shareholders in

closely held corpora-

tions (Gesellscha

mit beschränk-

ter Haung).

Withdrawal a nd

expulsion are t he

two discret ionary

judicial remedies.

No duciary dut y,

though some protec-

tions for minorit y

shareholders.

Fiduciary duties

evolving slowly.

Recommendations

have been made to

add more minority

shareholder protec-

tions to Commercial

Code.