The Canada Business Corporations Act (CBCA) last underwent significant change in 2001, and Industry Canada believes conditions have changed enough since then that it’s time for another review. The department is accepting input until March 11, 2014, on the following topics:
- Executive compensation
- Shareholder rights
- Shareholder and board communication
- Board accountability
- Securities transfers and other corporate governance issues
- Incorporation structure for socially responsible enterprises
- Corporate transparency
- Corporate governance and combating bribery and corruption
- Diversity of corporate boards and management
- Arrangements under the CBCA
- Corporate social responsibility
- Administrative and technical matters
The administrative and technical matters include the following questions:
- Should property of dissolved corporations that has vested in the Crown under the CBCA automatically be returned to revived CBCA corporations?
- Should there be a time limit on the money held by the receiver general for unknown claimants of dissolved corporations?
- Should there be a time limit on the revival of a corporation that has been dissolved?
- Further, before returning property to a revived corporation, should the Crown be able to recover money spent on that property?
- Should there be a time limit on how long shareholders must hold shares before they can exercise the right of dissent?
- Should the definition of “squeeze-out transaction” in section 2 of the CBCA be amended to remove the reference to amendment of articles?
- Should the CBCA be amended to make it clear that a consolidation of shares, with or without a repurchase of fractional shares, is not a transaction that triggers a right of dissent?
- Further, should “going-private transactions” permit the use of the right of dissent?
- Should the CBCA more fully recognize beneficial owners of shares by giving them more of the rights of registered shareholders (e.g., the right to vote, the right of dissent)?
- Should the requirement for non-distributing corporations to solicit proxies have a higher shareholder threshold or be removed altogether?
- Should the threshold exception in the CBCA be raised so that a person is permitted to solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s proxy circular if the total number of shareholders whose proxies are solicited is more than 15?
Interested parties can submit their feedback via email to [email protected], or by post to:
Marketplace Framework Policy Branch
235 Queen Street, 10th Floor
To read the consultation paper, visit Industry Canada’s website here.
First Reference Internal Controls and Compliance Editor