B.C.'s law allowing directors to be appointed without a shareholder meeting must be changed: OpEd by Professor Jeffrey MacIntosh

In an op-ed published in the Globe and Mail, Nov. 9, University of Toronto Faculty of Law Professor Jeffrey MacIntosh, a director of the Canadian Securities Exchange, writes how the B.C. Business Corporations Act undermines good corporate governance.

Mr. Rogers’s opponents argued that the outcome of the case should depend not only on the company’s constitution and its interaction with the governing legislation (the Business Corporations Act in British Columbia, where Rogers Communications is registered).

Rather, his opponents argued, the court should have regard to a reasonable shareholder expectation that company directors would only be removed and/or replaced as they always had been in the past: at a shareholders meeting.