An American Perspective on Canadian Corporate Law

April 20, 2020

Written by guest blogger Camden Hutchison.

Although I teach Canadian law in a Canadian university, my legal education has been entirely in the United States. When I began my first full-time teaching position at the University of British Columbia three years ago, I was—in an almost literal sense—unqualified. Prior to my first semester, I spent the entire summer teaching myself the subjects I’d be teaching in the fall. Talk about imposter syndrome! Never before has the joke about being “one lecture ahead of the students” been so apt.

To my great relief, however, teaching has gone well, and I feel increasingly confident in my expertise in Canadian corporate and securities law. Indeed, mastering the law of a “foreign” jurisdiction has been a unique and rewarding intellectual experience. Although it turns out Canadian and American law are (thankfully) quite similar, it is exactly this similarity that makes the differences between them so interesting.

The comparative nature of my teaching experience has directly influenced my research. My first research project after arriving at UBC was a comparative study of American and Canadian corporate law at the turn of the twentieth century, with a particular focus on the similarities and differences between American and Canadian federalism. The resulting article—which addressed roughly 50% American and 50% Canadian content—was a valuable learning experience. It broadened my understanding of Canadian legal history and encouraged me to turn my next project exclusively to Canadian law.

This next project mapped international influences on Canadian corporate law. Although this time my focus was exclusively on Canada, my approach remained influenced by my American background. Specifically, I naively assumed the United States would be the most influential country in my study, given the superficial similarities between Canadian and American legal doctrine. An example of American arrogance perhaps, as the results of my study were not what I expected. Using statistical analysis of judicial citations, I discovered two major patterns: First, in the late nineteenth and early twentieth centuries, Canadian corporate law was dominated by English influence (much more so than in the United States). Second, in the postwar era, Canadian judicial citations shifted to Canadian cases, as Canadian courts developed their own “domestic” jurisprudence. Significantly, at no point in history—either before or after World War II—did Canadian courts cite American cases to any significant extent. Thus, the results of my study were considerably different than I (and many other scholars) would have expected.

My ongoing research continues to focus on Canadian law, with less and less reference to the United States. My U.S. background remains an important influence on my thinking, however, and gives me a unique perspective among Canadian corporate legal scholars. I hope it’s a perspective that my students and readers appreciate.

Camden Hutchison is an Assistant Professor at the University of British Columbia’s Peter A. Allard School of Law. His research and teaching focus on corporate transactions, comparative corporate governance, and the historical development of corporate law. His latest article in the University of Toronto Law Journal entitled “The Patriation of Canadian Corporate Law” is free to read for a limited time here.

The UTP Journals blog features guest posts from our authors. The opinions expressed in these posts may not necessarily represent those of UTP Journals and their clients.

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