Page - 244 - in VULNERABLE - The Law, Policy and Ethics of COVID-19

VULNERABLE244 to support a broader duty of corporate managers. This amendment is part of a suite of changes (not all of which are in force) aimed at pro- moting corporate governance aligned with broader societal values, such as diversity and sustainability, that is gaining traction in other jurisdictions as well.43 While it has yet to be interpreted, the way the new paragraph 122 (1.1) CBCA is drafted lays the foundation for an expanded corporate duty that extends beyond private interests. Rather than simply codi- fying the list of interests set out by the Court in BCE, new par (1.1) is parsed into three distinct clauses. The first makes specific reference to stakeholder groups attached to a specific constituency: sharehold- ers, employees, retirees and pensioners, creditors, consumers, and governments.44 The final clause refers to the long-term interests of the corporation.45 The second clause refers to the environment alone. Why segregate this clause from the first? A plausible interpretation is that the interests of the environment are different from the inter- ests outlined in the first clause. They relate to a social good, the ben- efits of which are not exclusive to and indeed transcend the specific interests of stakeholder groups, but the protection of which demands contributions from all. Indeed, there is an increasing consensus that the promotion of a healthy environment is a collective good that is aligned with the best interests of the corporation, even if the corpora- tion does not reap the entirety of the benefits of its protective actions. Given this, it is a small step to say that clause 122 (1.1)(b) is a broader legislative recognition for the need to incorporate concern for public, intangible goods into the decision-making of commercial entities that are supported by the state on the expectation their actions promote the public welfare. The paragraph in the CBCA should be amended to extend beyond the environment and expressly recognize the duty of corporate managers to consider other public interests, such as public health. 43. “Business Roundtable Redefines the Purpose of a Corporation to Promote ‘An Economy That Serves All Americans’” (19 August 2019), online: Business Roundtable <www.businessroundtable.org/business-roundtable-redefines-the- purpose-of-a-corporation-to-promote-an-economy-that-serves-all-americans>. 44. It is noteworthy that this list adds two categories not included in the original BCE list: retirees and pensioners. 45. Some have questioned the wisdom of focusing only on the long-term interests of corporations. Borduas & Vrtkova, supra note 42.