Assessing Canada’s Regulatory Response to the Sarbanes-Oxley Act of 2002: Lessons for Canadian Policy Makers


  • Stephen P. Sibold, Q.C.



The article sets out to show that by adopting the Sarbanes-Oxley Act of 2002 together with other rules of the United States corporate governance regime, Canadian securities regulators moved away from a Canadian, principles-based approach, and not necessarily for the better. It does so by first discussing the unique characteristics of the Canadian capital markets and providing a thorough background into Canada’s corporate governance regime. It then highlights the main provisions of the Act, describes the ensuing debate in Canada, and critically examines Canada’s corresponding regulatory action — the introduction of four rules and a policy. The article asserts that the Sarbanes-Oxley Act of 2002 was an inappropriate model to take for the regulators and recommends a re-evaluation of the perceived need to harmonize with the United States in the area of corporate governance.

Author Biography

Stephen P. Sibold, Q.C.

B.A., LL.B., Queen’s University, LL.M., University of California, Berkeley. General Counsel, Bennett Jones LLP. The author wishes to thank Professor Eric Talley of the University of California, Berkeley School of Law for his insightful comments on earlier drafts of this article.