Cornell Wright warns challenging role for directors in pending proxy season

Partner Cornell Wright spoke with Law Times about the looming proxy season and the things boards should consider, saying the “role of directors [is] more challenging than ever.”

The article discusses the proxy season and the consequent topics boards should consider in order to meet shareholders’ expectations and demands.

“On the one hand, shareholders are much more engaged and prepared to assert themselves to get attention on topics they care about,” Cornell said.

“On the other hand, increased volatility and competitive pressures in the business environment coupled with a legal framework that is imperfectly aligned with the expectations of stakeholders makes the role of directors more challenging than ever.”

He went on to explain much of the “imperfection” in the Canadian legal framework requires boards to act in the best interest of the corporation, mandating all affected stakeholders be taken into account—a more complex view than simply considering shareholders and activist investors.

Cornell and partner James Tory discussed some of these issues in depth in their article "Key issues for boards of directors in 2019." This article formed part of the Q1 winter edition of the Torys Quarterly.

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