カナダ最高裁：企業経営者の義務とは，株主の利益を守ることはなく企業を守ることである

カナダ最高裁は，企業買収に関する事件の判決において，「企業経営者の義務とは，株主（投資家）の利益を守ることはなく，企業を守ることである」という趣旨の判断を示した模様だ。下記の記事が出ている。

　BCE Buyout Case Leads to Ruling on Directors' Duties
　Bloonberg: December 19, 2008
　http://www.bloomberg.com/apps/news?pid=20601082&sid=aoZxWFjo6U9s&refer=canada

この判決の判決文は，2008年12月19日に，カナダ最高裁のサイトで公開された。判決の日付が2008年6月20日となっているので，判決文の公開まで6ヶ月かかっていることになる。

　BCE Inc. v.  1976 Debentureholders, 2008 SCC 69
　Date of Judgment: 2008 June 20
　Date of Delivered: 2008 December 19
　http://scc.lexum.umontreal.ca/en/2008/2008scc69/2008scc69.html

この判決中の重要部分は，下記のとおり。

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[36] The directors are responsible for the governance of the corporation.  In the performance of this role, the directors are subject to two duties: a fiduciary duty to the corporation under s. 122(1)(a) (the fiduciary duty); and a duty to exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances under s. 122(1)(b) (the duty of care). The second duty is not at issue in these proceedings as this is not a claim against the directors of the corporation for failing to meet their duty of care.   However, this case does involve the fiduciary duty of the directors to the corporation, and particularly the “fair treatment” component of this duty, which, as will be seen, is fundamental to the reasonable expectations of stakeholders claiming an oppression remedy.

[37] The fiduciary duty of the directors to the corporation originated in the common law.  It is a duty to act in the best interests of the corporation.  Often the interests of shareholders and stakeholders are co-extensive with the interests of the corporation.  But if they conflict, the directors’ duty is clear — it is to the corporation:  Peoples Department Stores.

[38] The fiduciary duty of the directors to the corporation is a broad, contextual concept.  It is not confined to short-term profit or share value.  Where the corporation is an ongoing concern, it looks to the long-term interests of the corporation.  The content of this duty varies with the situation at hand.  At a minimum, it requires the directors to ensure that the corporation meets its statutory obligations.  But, depending on the context, there may also be other requirements. In any event, the fiduciary duty owed by directors is mandatory; directors must look to what is in the best interests of the corporation.

[39] In Peoples Department Stores, this Court found that although directors must consider the best interests of the corporation, it may also be appropriate, although not mandatory, to consider the impact of corporate decisions on shareholders or particular groups of stakeholders. As stated by Major and Deschamps JJ., at para. 42:

We accept as an accurate statement of law that in determining whether they are acting with a view to the best interests of the corporation it may be legitimate, given all the circumstances of a given case, for the board of directors to consider, inter alia, the interests of shareholders, employees, suppliers, creditors, consumers, governments and the environment.

As will be discussed, cases dealing with claims of oppression have further clarified the content of the fiduciary duty of directors with respect to the range of interests that should be considered in determining what is in the best interests of the corporation, acting fairly and responsibly.