Davies, a Canadian law firm, published an analysis of the implications of Bill S-285, the 21st-Century Business Act. This legislative proposal, introduced by Senator Julie Miville-Dechêne, seeks significant amendments to the Canada Business Corporations Act (CBCA), focusing on redefining corporate responsibilities toward societal and environmental considerations.
The following is a high-level summary of this analysis:
The bill seeks to align the fiduciary duties of directors and officers with a broader corporate purpose, which includes benefiting society and minimizing environmental harm in proportion to a corporation's size and nature of operations.
Bill S-285 shifts the focus from treating stakeholder interests as incidental to making them central to a corporation’s purpose, legally enshrined and protected through enhanced directors' and officers' duties. The bill also mandates that CBCA corporations publish annual impact reports and expands the scope of derivative actions to include failures in adhering to these new corporate purposes.
This proposal marks a significant shift towards integrating the "double materiality" principle into federal corporate law, emphasizing the impact on and of corporations concerning social and environmental issues. If passed, this could lead to complex decision-making and legal adjustments for corporations and might prompt changes in provincial and territorial corporate laws, potentially affecting where businesses choose to incorporate.
Access more details on the bill on Parliament of Canada’s website.