This chapter asserts that shareholder democracy, or the ability of shareholders to influence the corporation through their vote, underpins the legitimacy of shareholder activism. Examining the empirical literature that evidences the benefits of shareholder activism, the chapter argues in favour of increased shareholder representation in director nominations by proxy, not only for the sake of shareholder democracy, but also for the overall benefit of the corporation. Keywords: • Shareholder activism • Hedge fund activism • Shareholder democracy • Director primacy • Proxy access • Canada Business Corporations Act
Anita Anand and Christopher Puskas
As shareholder activism influences corporate decision making more and more, the question of whether shareholders, particularly those with a controlling interest, should owe fiduciary duties to other shareholders has become an increasingly conspicuous one in corporate law. The law is certain that directors and senior managers owe a duty of loyalty to the corporation but it remains unsettled regarding duties between the shareholders themselves. This chapter focuses on the duties among shareholders inter se and considers when, if ever, such a fiduciary duty is appropriate.