The “Good Corporate Citizen” Beyond BCE

Abstract

In its landmark corporate law decision of BCE Inc. v. 1976 Debentureholders, the Supreme Court of Canada expressly referenced the “good corporate citizen” when commenting on the best interests of the corporation. The Supreme Court’s reference to good corporate citizenship is often viewed as salient yet ambiguous. As the Supreme Court did not provide any substantive legal analysis of the term, legal scholars and practitioners can only speculate on its intended meaning. This article provides an empirical study on the historical development and usage of good corporate citizenship when referenced in judicial cases. The empirical findings show that Canadian courts have invoked the notion for decades and in a variety of contexts. The meaning of good corporate citizenship varies from context to context and does not necessarily dovetail with corporate social responsibility as commonly perceived. Good corporate citizenship as a legal concept carries some practical yet controversial consequences in the environmental sentencing context. Importantly, the oft-acclaimed corporate governance paradigm shift since BCE seems more symbolic than substantive in judicial practices. The Canadian experience also provides insights into the global emergence of explicit corporate social responsibility legislation and stakeholder-oriented corporate governance.