Vol. 135, No. 25 — December 5, 2001

Registration
SI/2001-114 5 December, 2001

AN ACT TO AMEND THE CANADA BUSINESS CORPORATIONS ACT AND THE CANADA COOPERATIVES ACT AND TO AMEND OTHER ACTS IN CONSEQUENCE

Order Fixing November 24, 2001 as the Date of the Coming Force of the Act

P.C. 2001-2138 22 November, 2001

Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, pursuant to section 237 of An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence, assented to on June 14, 2001, being chapter 14 of the Statutes of Canada, 2001, hereby fixes November 24, 2001 as the day on which that Act comes into force.

EXPLANATORY NOTE

(This note is not part of the Order.)

This Act amends the Canada Business Corporations Act (CBCA). It is the first major revision of the CBCA since it came into force in 1975.

Among other things, this Act amends the provisions concerning liability of directors. It allows for a defence based on due diligence and amends the indemnification provisions. It also implements a new regime regarding the apportionment of damage awards applicable to persons involved in the preparation of financial information required under the CBCA or the regulations, including directors and officers.

The residency requirements for directors have been relaxed. This Act also includes measures to facilitate communications among shareholders and between corporations and their shareholders. The rules for proxy solicitation and for the submission of proposals have also been relaxed.

This Act also amends the provisions relating to the civil remedies available in situations of insider trading and eliminates insider reporting.

A series of amendments are included that remove the requirements relating to financial assistance and take-over bids. This Act expressly authorizes, under certain conditions, going-private and squeeze-out transactions. It also addresses the rights, powers, duties and liabilities of directors and shareholders under a unanimous shareholder agreement and defences available to them.

It also amends the Canada Cooperatives Act in order to harmonize its provisions with the amendments mentioned above, and makes consequential amendments to other Acts.

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