www.lexpert.ca | LEXPERT • June 2014 | 25
SECURITIES
»
PHOTO:
SHUTTERSTOCK
BLURRED
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As Canada's provincial securities regulators
expand their reach, lawyers seek to expand
their offerings to clients SANDRA RUBIN
LEO E. STRINE, JR., Chief Justice of the Delaware Supreme Court, has never shied
away from controversy. However, the wide range of his opinions are grounded in a vision as to the
roles of boards and shareholders.
He has consistently reinforced the role of the board and the sanctity of the business-judgment rule.
In Canada, there doesn't appear (yet) to be a singular voice such as Chief Justice Strine's. Instead,
we seem to have provincial securities commissions (there is no single, national regulator) vying for a
degree of the jurisdiction formerly understood to belong to courts.
" is initially became evident in contested take-over bids and related-party transactions but has
moved into areas such as proxy access, executive compensation policies and dilutive acquisitions.
As provincial securities regulators expand their reach – especially the Ontario Securities Com-
mission, which governs companies listed on the Toronto Stock Exchange – the courts are fi nding
themselves preempted by securities commission rulings, say certain attorneys.
Some observers blame shareholder activism for the trend; more stringent governance practices
appear to have triggered a power struggle over who is actually charting a company's fl ight path, its
shareholders or its board. " eir interests are generally the same but not always. And when boards and
their largest shareholders clash, Canadian securities regulators emphasize investor protection and
