Canadian Corporate Research Articles

Knocking on a Locked Door: Assessing Canada’s Response to Attacks Against Human Rights Defenders

Abstract For over two decades, Canadian corporations have been the subject of severe allegations of human rights and environmental violations related to the forced imposition of their operations abroad. Despite the growing consensus within the literature and international governance community that Canadian corporations—especially within the extractive sector—are serial perpetrators of grave human rights violations and despite Canada’s international legal obligations, at present there are very little ‘hard law’ mechanisms available to hold corporations to account. Whereas much literature has been dedicated to how Canadian corporations are facilitated by advocacy and lobbying efforts at the level of Canadian embassies in home-state-countries, much less studied is how these same state actors work towards protecting and preventing human rights defenders from harm. In this article we critically analyse the implementation of the Canadian government’s Voices at Risk guidelines (2016) from the perspective of two Canadian human rights advocacy Civil Society Organizations (CSOs) supporting communities in Guatemala, drawing from email and verbal communications as well as Access to Information Requests from 2016 to 2021 regarding the Escobal mine. We assess the usefulness of advocacy at the level of embassies as a way of protecting defenders and demonstrate that, in our experience, calls for support to defenders were ignored. We argue that, within the context of foreign policy which prioritizes trade and investment over all other government policies and wherein corporate violence is met with impunity, current Canadian policies aimed at protecting human rights defenders are essentially useless as an advocacy strategy.

Do high drug prices fund pharmaceutical innovation?

Pharmaceutical companies claim that they need high drug prices to generate sufficient profits to invest in innovation. While this claim can be valid in principle, it is contradicted by the extent to which "Big Pharma" companies in the United States (US) distribute profits to shareholders in the form of cash dividends and stock buybacks. For 2013-2022, the 14 US-based pharmaceutical companies in the S&P 500 Index paid out 54% of net income as dividends and another 51% as buybacks. Incentivizing senior corporate executives to allocate resources in this financialized manner is, as we document, their stock-based compensation. In effect, these companies use high stock prices to boost stock yields at the expense of investing in innovation and compensating workers and taxpayers who make value-creating contributions to the corporation. Given the prominence of US-based pharmaceutical corporations in Canada, we explain how their financialization results in high Canadian drug prices and underinvestment in pharmaceutical research and development in Canada.

Acquisition of land ownership rights by foreign persons according to the laws of Ukraine and Canada

The article conducts a comparative legal study of the specifics of acquisition and exercise of land ownership by foreigners, stateless persons and foreign legal entities under the legislation of Ukraine and Canada, as a result of which the Canadian experience of legal regulation in the specified area, which is most acceptable for Ukraine, is substantiated. It has been established that in the science of land law of Ukraine, one of the most controversial issues is the possibility, scope, conditions and grounds of granting land ownership rights to foreigners, stateless persons, and foreign legal entities, especially considering the provisions of Art. 13 of the Constitution of Ukraine, which declares all land to be the property of the Ukrainian people. This issue has not been resolved definitively in the land legislation, as access of foreign persons to ownership of agricultural land can be granted only after a positive decision of the All-Ukrainian referendum. The conducted research showed that Canadian legislation provides for the possibility of establishing restrictions on the acquisition of land ownership by foreign entities both at the federal level (a two-year restriction on the purchase of residential real estate, including vacant land plots intended for residential development), and at the level of individual provinces and territories. At the level of the provinces and territories, there are different legal models for restricting the access of foreign persons to the right to ownership of land, primarily for agricultural purposes. There are no legal restrictions on the acquisition of the right to ownership of land by foreign persons in British Columbia, Ontario, Newfoundland and Labrador, New Brunswick and Nova Scotia. At the same time, in Alberta, Saskatchewan, Manitoba, and Quebec, the access of foreigners to land ownership is significantly limited, in particular, by establishing the maximum size of land plots that they can acquire on ownership. The article claims that the establishment of restrictions in Canadian legislation on the acquisition of ownership rights to land, primarily for agricultural purposes, is conditioned by the need to ensure priority access to the lands of Canadian citizens and Canadian corporations, which can be a reference point for the settlement of these issues in Ukrainian land law. Canadian legislation, both at the federal level and at the level of individual provinces and territories, provides effective mechanisms of legal responsibility in the event of violation of legal restrictions on foreign persons' access to land ownership, which should be provided for in Ukrainian legislation.

Legitimacy of crown corporations in Canada: the case of the Canada Pension Plan Investment Board

Legitimacy of crown corporations in Canada: the case of the Canada Pension Plan Investment Board

Graphs Usage for Impression Management Purposes: The Case of Canadian Oil and Gas Corporations

This study explores graphical depictions in annual and corporate social responsibility reports. The 10 largest Canadian corporations in the oil and gas industry were selected to focus on graph selectivity, enhancement, and distortions as impression management strategies. The results show evidence of selectivity and enhancement. However, unlike previous studies on graphical distortions, there is no evidence of favorable distortions in graphs. The graphs reported are well depicted and not distorted, indicating that this industry is rather cautious in its reporting. Potential explanations and reasons why this might be the case are offered. This study suggests the concept of “plausible deniability” in the context of graph manipulations.

The Person and the Mirror: On the Colonial Force of Corporate Law

AbstractBuried within the everyday deployment of business vehicles by Indigenous governments as a seemingly neutral way to pursue economic development are also legal notions of corporate personhood and representation. While it is occasionally suggested that corporate law is itself part of the problem of colonialism, the idiomatic notions of “representation,” “legal personhood,” and “business as neutral” form an opaque curtain that hides colonizing tendencies within the legal structures used by Indigenous peoples. This article explores these colonial tendencies at play in Canadian corporate law, showing how corporate law’s deployment of the “legal person” sits at odds with Indigenous juridical orders.

Corporate social responsibility and financial performance: An empirical evidence

Since the 1960s, researchers have looked at the correlation between corporate social responsibility (CSR) and bottom-line results. Within the European Union’s (EU’s) trade territory, CSR became a legal obligation. Canadian businesses interested in international expansion would benefit from learning more about the income opportunities presented by investments in strategic, sustainable business models. A quantitative longitudinal correlational strategy was used for the exploratory investigation. Sustainalytics, a prominent environmental, social, and governance (ESG) research agency in the sector, compiled the CSR rankings. The rankings were based on the following four criteria: Overall score, governance, social justice, and environment. All Canadian corporations’ financial data were stored in the System for Electronic Document Analysis and Retrieval (SEDAR). To conduct multiple linear regressions on 61 observations spanning fiscal years 2009–2017, secondary data were collected and imported into Microsoft Excel 2013. The designs illustrate the interplay between the Toronto Stock Exchange’s (TSX’s) fundamental industries and how CSR relates to revenues from markets outside of Canada. The results showed a strong correlation between adopting CSR strategies and income from markets outside the country. The research found that their financial performance improved when companies adopted CSR practices. Policymakers and business executives in Canada who are considering the possibility of a free trade agreement with the EU may find this helpful report.

Challenging the binary of home vs. host state governance: Canadian transnational mining behavior and local communities in the Philippines extractive industry

As the world's dominant actor, the Canadian mining industry has historically been scrutinized for its socio-environmentally egregious operations in the Global South, particularly in mineral-rich nations, such as the Philippines. Canadian multi-national corporations are known for causing extensive ecological devastation; contaminating critical watersheds; and exhausting areas of its culturally valuable resources. With over 60 percent of large-scale mines operating in ancestral territories in the Philippines, clashing worldviews on land ownership have driven violent confrontations between Indigenous and local communities, national governments, and corporations. This exploratory study examines Canadian corporate mining behaviors in the Philippines. This study employs an action-oriented research approach applied to a single qualitative macro-level case study. Utilizing document review and semi-structured key informant interview methodologies, the research results indicate that international and domestic actors have used the legal system favoring corporate interests to suppress mining resistance and advance neoliberal modes of extraction.

Determinants of voluntary CSR reporting reliability – evidence from Canada

PurposeThe purpose of this study is twofold: to examine the reliability of voluntary corporate social responsibility reporting (CSRR) to determine whether users can rely on the information released by corporations and to examine the determinants of CSRR reliability in a voluntary context.Design/methodology/approachThis study analyses the information included in a sample of 190 standalone corporate social responsibility (CSR) reports issued by Canadian corporations listed on the Toronto Stock Exchange S&P/TSX Composite Index from 2016 to 2018.FindingsThe results of this study show that CSR reports lack reliability. The determinants identified (image, corporate governance and financialisation) partially explain the quality of the information disclosed. As well, the results suggest that corporations may attempt to manipulate users’ perception through their disclosures.Practical implicationsTThis study provides a greater understanding of the current state of CSRR in a voluntary context. It offers further insights into the strategies corporations use to manage impressions through CSR disclosures.Social implicationsThis study provides further empirical data as to current shortcomings of voluntary CSRR and the potential benefits of further regulation.Originality/valueFew studies have specifically focused on the reliability of CSRR and its determinants in a voluntary context.

Les rapports de responsabilité sociétale: Une étude des pratiques Canadiennes

AbstractThe aim of this study is to identify the performance indicators that Canadian corporations voluntarily disclose based on the Global Reporting Initiative (GRI) and to examine their comparability. The results tend to show that all the companies studied disclose few indicators and that the format of these indicators makes comparisons impossible. Additional analyses revealed that while a minority of companies publish some indicators, the vast majority (91%) disclose poor quality information. Accordingly, the companies' strategy appears to be to muddy the waters than actually account for their performance.

Preface

As we all know, COVID-19 has spread rapidly around the world since 2020. Affected by this pandemic, Japanese government enacts strict immigration policy to stop the spread of infection. In order to meet global anti-epidemic policy and make sure the papers can be published normally, Tokai University, Japan as conference organiser to announce the final decision that holding The 2nd. International Conference on Advanced Electrical and Energy Systems (AEES 2021) online during June 18-20, 2021 in place of on-site interactive form in Tokyo, Japan.Our conference has attracted various participants from renowned universities or corporations in Canada, Japan, China, Italy, UAE, Indonesia, Slovakia, Egypt, Vietnam, Colombia, Morocco, South Africa, Serbia. With the help of conference committees, which is formed by members from universities and research organisations around the world, our conference accepted high-quality papers to publish on AEES2021 conference proceeding. Before the publication, authors are required to amend the paper contents in accordance with reviewers’ comments and finish the online report in 13-15 minutes including Q&A part. This online conference serves to provide the opportunity for the audience to raise critiques and comments on the presentations. It is on this basis that these proceedings are good references to future research investigations and publications.List of Conference Committees, Peer Review Statement are available in this pdf.

Triggering changes in corporate governance: before and after external whistleblowing

PurposeThe purpose of this paper is to investigate whether a change of corporate governance occurs after financial crimes in Canada revealed through external whistleblowing.Design/methodology/approachBased on the methodology of Smaili and Arroyo (2019), the authors implement a qualitative research framework to examine 11 alleged Canadian corporate financial statement fraud cases publicly exposed during the 1995–2012 period.FindingsThe analysis suggests that firms had a weak traditional corporate governance mechanism before the external whistleblowing occurred. In almost every case, the chief executive officer (CEO) was also the chair of the board of directors. Although the reports by Dey and Saucier recommend that independent directors make up at least 75% of Canadian boards, we note that the percentage of independent directors was under 70% in six cases. Moreover, only two firms had a whistleblowing policy in place, and seven firms had a major shareholder. Regarding the consequences for corporate governance after whistleblowing, the analysis shows that the companies that survived the whistleblowing had enhanced their internal corporate governance by the third year after the whistleblowing. In fact, at all the surviving companies, the CEO was no longer the chair, and the percentage of independent directors had increased to 80%. However, for those survival companies that did not have a whistleblowing policy before the event, the situation did not change quickly, and they only implemented a policy after the enforcement of the new regulation in the year 2003.Originality/valueThis paper adds new insights to the research on financial crime by investigating the relation between corporate governance and whistleblowing.

Make-wholes in sovereign bonds

Multiple researchers have observed a dramatic shift in US corporate bonds starting roughly in the mid-1990s and extending to the current period: from fixed premium call options to flexible rate call options.1 This flexible rate call provision was known initially as the ‘doomsday call’ and is now referred to as ‘make-whole’ call. It originated in the Canadian corporate bond market in the mid-1980s and migrated to the USA in the mid-1990s.2 Today, it is ubiquitous in the corporate bond market. A fixed premium call typically specified a percentage premium over the principal amount as a function of the remaining time on the bond (eg 110 per cent, if called five years prior to maturity year or 108 per cent if redeemed four years prior and so on).3 A ‘make-whole’ call, instead, measures the amount to be paid as a discounted value of future amounts, with the discount rate being a small spread over the prevailing risk-free rate (eg the discount rate might be the US Treasury rate plus 50 basis points).4

Mining for Legal Luxuries: The Pitfalls and Potential of Nevsun Resources Ltd v Araya

AbstractGlobalization has effectively enabled Canada’s domestically incorporated mining companies to escape the jurisdiction of the courts of the world, allowing them to carry out human rights abuses abroad with impunity. In February 2020, however, the Supreme Court of Canada issued a landmark judgment, Nevsun Resources Ltd v Araya, which attempted to address this jurisdictional gap. This decision held that Canadian corporations could potentially be liable under domestic law for breaches of customary international law perpetrated abroad. The decision has been criticized for straying too far from a classically positivist conception of international law. This article argues that such criticisms are well founded insofar as the majority’s judgment implicitly relies on progressive human-centric theories of international law without adequately addressing how these are reconcilable with international law as it is currently applied. It then explores the ideas that drive the majority’s opinion in order to propose two alternative approaches to holding corporations accountable that are more readily reconcilable with traditional state-centric conceptions of international law. Adopting these revised approaches could less contentiously lead to corporate accountability before future domestic courts. Finally, this article considers the potential international developments and repercussions to which this and other forward-looking decisions could lead.

Pluralism and Convergence: Judicial Standardization in Canadian Corporate Law

Pluralism and Convergence: Judicial Standardization in Canadian Corporate Law

Powering corporate citizenship: assessing corporate social responsibility of hydroelectric companies in Canada

ABSTRACT Hydroelectric stations are a renewable source of electricity, but social and environmental impacts have been hindering social acceptance of new projects. The hydroelectricity sector has been investing heavily in sustainability marketing and social responsibility to improve the sector perceptions among shareholders and minimize public scrutiny. This paper examines corporate social responsibility (CSR) reporting of the hydroelectric sector focusing on Canadian corporations. In addition, this paper reveals that although CSR is addressed in either the websites or environmental reports, the type of framework adopted, the completeness, and frequency of reporting is not equally implemented. Overall, financial accountability persists driving the reports attention and playing a major role in the CSR view. This work also attempts to link CSR and social impact assessment to improve sustainability reporting. Several recommendations are presented throughout the text.

Finance and fossil capital: A community divided?

One of the most obvious, but perhaps academically overlooked, communities engaging in the politics of extraction in Canada is the “business community.” While some attention has been paid to the political influence of the Canadian fossil fuel industry—particularly through the work of the Corporate Mapping Project—less has been paid to the broader network of capitalists, through which a political community might arise. Adopting a Poulantzian view of the state as a social relation, this paper explores the degree to which such a community exists in opposition to aggressive climate policy in the Canadian context. This research focuses on the extent to which fossil and financial capitalists form a cohesive network, capable of sharing perspectives and preferences on climate change and the future of oil and gas extraction, and mobilizing collectively to pursue them. The paper draws on a network analysis of connections (shared ownership, lending, and director interlocks) between and within major fossil-fuel based corporations and major financial corporations in Canada, in order to see whether or not relational ties across the sectors are sparse or dense, and whether they are broadly diffused across companies or concentrated among a few key players. The resulting analysis shows that fossil capital is structurally tied to finance, and the sectors are joined through lending, holdings and directorships, with some financial institutions playing more important structural positions within the network than others. As activists are already targeting financial institutions as part of their ongoing resistance efforts against fossil extraction and financial corporations, the findings from this study suggest continued social movement pressure and we provide some finer grained suggestions for which actors to target. The current conjuncture indicates that policy pathways to zero emissions will in part depend on breaking the load bearing joints in the fossil-finance capital network.

Water as wahkohtowin in Cherie Dimaline’s The Marrow Thieves

Water as wahkohtowin in Cherie Dimaline’s The Marrow Thieves Christina Turner (bio) Water is vital to works of Indigenous literature. This is true not only because water is a central site of colonial appropriation, subject to theft and pollution by states and corporations in Canada, the United States, and elsewhere, but because water is also the substance of connection, facilitating kinship between human beings and their other-than-human relations.1 Water’s connective capacities are especially prominent in Metis author Cherie Dimaline’s 2017 book The Marrow Thieves.2 In that text, the devastation of the world’s waterways robs most of humanity, save Indigenous peoples, of the ability to dream, triggering the reopening of residential schools. Dimaline’s characters—including her protagonist, French—spend the novel travelling north, seeking fresh water as they flee so-called school “Recruiters.” But water in this text also facilitates relationships: just as rivers link disparate places and just as freshwater lakes sustain a variety of lifeforms, waterways in Dimaline’s novel enable connections between human kin, between living beings, and between seemingly disconnected ideas. This element’s inherently connective quality means that, in Dimaline’s text, water informs the human imagination and therefore undergirds the ability to dream. Only when French understands this relationship can he help his human family defeat the Recruiters. Thus, in The Marrow Thieves, water is both the site of colonial conflict and the key to anticolonial Indigenous resurgence. In this article, I argue that water in The Marrow Thieves is best understood under the rubric of wahkohtowin, the Metis and Cree concept variably translated as “kinship,” “family,” or “relation.” This argument builds on Patrizia Zanella’s observation in a recent SAIL article that the novel’s “expansive kinship networks” and its protagonist’s “understanding of family” both resonate with the [End Page 98] concept of wahkohtowin (185). My understanding of this concept is primarily informed by scholarship in Metis studies. Within that field, wahkohtowin has been mobilized to describe the emergence of Metis collective identity: wahkohtowin frames Metis historian Brenda MacDougall’s study of the Metis community at Sakitawak in what is now northern Saskatchewan (3), and Metis scholar Adam Gaudry uses this term to describe buffalo hunt governance amongst the nascent Metis nation in the early nineteenth-century plains (78). Some of these same scholars look beyond interhuman relations to consider how wahkohtowin informs human relations with the land and its denizens. Gaudry, for example, argues that for nineteenth-century Metis, wahkohtowin encompassed “a familial connection to the environment and the sacred world . . . a sense of kinship to the land” (89). Like Gaudry, Metis anthropologist Zoë Todd focuses on wahkohtowin in the other-than-human world. But where Gaudry focuses on land, Todd looks to the waterways of the Lake Winnipeg watershed and the beings who inhabit those waterways, using wahkohtowin to articulate protocols for human–fish relations in this territory (2016, 48–49). Taken together, these analyses reveal that wahkohtowin is central to Metis collectivity writ large because wahkohtowin describes kinship between Metis people, where “people” denotes not only humans but bodies of water and the beings who subsist on or in those bodies of water. These insights suggest wahkohtowin is an apt framework for analyzing the role of water in a work of Metis literature, as I do here. Such a study is timely because, while Metis critics including Deanna Reder and Jennifer Adese have examined wahkohtowin in works of Metis literature,3 these analyses focus exclusively on interhuman relations, whereas my exploration of The Marrow Thieves will attend carefully to French’s relations with bodies of water and the other-than-human beings who rely on them. My decision to use wahkohtowin to analyze Dimaline’s novel comes from a desire to heed the call made by Adese, in a 2016 SAIL essay, to change how critics analyze works of Metis literatures. Drawing on her own biography, Adese describes “‘Métisness” as a “placeholder for a broad, meaningful, and very deep set of kinship ties, shared family and social (hi)stories, and shared geographic relations” (57), relations she also sees in Metis writing, including Herb Belcourt’s memoir Walking in the Woods...

BUSINESS ENGINEERING IN CANADA AS A TOOL FOR ADAPTATION TO THE NEW REALITY UNDER THE CONDITIONS OF COVID-19

The aim of the work is to analyze the current mechanisms of adaptation of innovative processes in Canadian corporations in the context of COVID-19 by demonstrating technologies and approaches that can be applied to solve modern problems. The authors analyzed the statistical material, evaluated the changes in modern information technologies used to attract potential consumers. Methods of observation, analysis, generalization and interpretation of the results were used in the study. The analysis has shown that the Internet remains the most dynamically growing segment of the market for promoting products and services. It has been revealed that innovations can become the link in the company that will help it survive the crisis and open up opportunities for stating, analyzing and testing new processes. The results of the study strongly prove that the use of new technologies and openness to innovation can be a decisive factor for outperforming competitors in the future.

The Law Governing Related Party Transactions in Canada: Rules, Standards and Regulatory Scrutiny

Canada is an interesting laboratory to study the law governing related party transactions because of the distinctive features of its capital markets and its regulatory landscape. The ownership structure of Canadian corporations resemble more closely those of continental Europe and South East Asia than those of the United States. Further, deviation from the one share/one vote rule is widespread. Thus, the primary corporate governance problem relates to the risk that dominant shareholders extract private benefits of control at the expense of the corporation and its public shareholders. As for regulation, publicly-traded corporations are subject to provincial corporation and securities laws, which are largely harmonized at the national level. The paper reviews the law governing RPT in Canada, which is the product of corporate law and securities regulation. Although they are not prohibited, conflict of interest transactions are regulated by an intricate set of ex ante rules and ex post standards of review that impose procedural and substantive requirements. Specifically, the paper shows that the following fundamental questions lead to many answers: 1) Who is charged with the screening of RTP?; 2) How does the screening work?; 3) When does it operate? Against this backdrop, the paper analyses the role of procedural safeguards and substantive review by looking at two conflicting cases regarding the impact of majority of the minority approval. It also presents data on the use of majority of the minority approval by reviewing 79 transactions between 2013 and 2018 where this procedural safeguard was mandated. The anecdotal and empirical discussion serves to put majority of the minority approval in perspective with respect to its protective function. The analysis closes with a discussion of a recent initiative on the part of Canadian securities regulators, which translates into a heightened involvement in the review and oversight of conflict of interest transactions. On the one hand, this initiative may buttress the effectiveness of majority of the minority approval by reinforcing the procedural safeguards. On the other hand, it may have unintended effects on the protection of minority shareholders.