53. Sections 127 to 129 of the Act are repealed.
	54. Sections 130 and 131 of the Act are replaced by the following:
Prohibition of short sale	130. (1) An insider shall not knowingly sell, directly or indirectly, a security of a distributing corporation or any of its affiliates if the insider selling the security does not own or has not fully paid for the security to be sold.
Calls and puts	(2) An insider shall not knowingly, directly or indirectly, sell a call or buy a put in respect of a security of the corporation or any of its affiliates.
Exception	(3) Despite subsection (1), an insider may sell a security they do not own if they own another security convertible into the security sold or an option or right to acquire the security sold and, within ten days after the sale, they
	(a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or
	(b) transfer the convertible security, option or right to the purchaser.
Offence	(4) An insider who contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both.
Definitions	131. (1) In this section, ``insider'' means, with respect to a corporation,
	(a) the corporation;
	(b) an affiliate of the corporation;
	(c) a director or an officer of the corporation or of any person described in paragraph (b), (d) or (f);
	(d) a person who beneficially owns, directly or indirectly, shares of the corporation or who exercises control or direction over shares of the corporation, or who has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the corporation not including shares held by the person as underwriter while those shares are in the course of a distribution to the public;
	(e) a person, other than a person described in paragraph (f), employed or retained by the corporation or by a person described in paragraph (f);
	(f) a person who engages in or proposes to engage in any business or professional activity with or on behalf of the corporation;
	(g) a person who received, while they were a person described in any of paragraphs (a) to (f), material confidential information concerning the corporation;
	(h) a person who receives material confidential information from a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph, and who knows or who ought reasonably to have known that the person giving the information is a person described in this subsection or in subsection (3) or (3.1), including a person described in this paragraph; and
	(i) a prescribed person.
Expanded definition of ``security''	(2) For the purposes of this section, the following are deemed to be a security of the corporation:
	(a) a put, call, option or other right or obligation to purchase or sell a security of the corporation; and
	(b) a security of another entity, the market price of which varies materially with the market price of the securities of the corporation.
Deemed insiders	(3) For the purposes of this section, a person who proposes to make a take-over bid (as defined in the regulations) for securities of a corporation, or to enter into a business combination with a corporation, is an insider of the corporation with respect to material confidential information obtained from the corporation and is an insider of the corporation for the purposes of subsection (6).
Deemed insiders	(3.1) An insider of a person referred to in subsection (3), and an affiliate or associate of such a person, is an insider of the corporation referred to in that subsection. Paragraphs (1)(b) to (i) apply in determining whether a person is such an insider except that references to ``corporation'' in those paragraphs are to be read as references to ``person described in subsection (3)''.
Insider trading - compensation to persons	(4) An insider who purchases or sells a security of the corporation with knowledge of confidential information that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the corporation is liable to compensate the seller of the security or the purchaser of the security, as the case may be, for any damages suffered by the seller or purchaser as a result of the purchase or sale, unless the insider establishes that
	(a) the insider reasonably believed that the information had been generally disclosed;
	(b) the information was known, or ought reasonably to have been known, by the seller or purchaser; or
	(c) the purchase or sale of the security took place in the prescribed circumstances.
Insider trading - compensation to corporation	(5) The insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (4) unless the insider establishes the circumstances described in paragraph (4)(a).
Tipping - compensation to persons	(6) An insider of the corporation who discloses to another person confidential information with respect to the corporation that has not been generally disclosed and that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the corporation is liable to compensate for damages any person who subsequently sells securities of the corporation to, or purchases securities of the corporation from, any person that received the information, unless the insider establishes
	(a) that the insider reasonably believed that the information had been generally disclosed;
	(b) that the information was known, or ought reasonably to have been known, by the person who alleges to have suffered the damages;
	(c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (3) or (3.1); or
	(d) if the insider is a person described in subsection (3) or (3.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be.
Tipping - compensation to corporation	(7) The insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances described in paragraph (6)(a), (c) or (d).
Measure of damages	(8) The court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing corporation, the court must consider the following:
	(a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and
	(b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security.
Liability	(9) If more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary.
Limitation	(10) An action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action.
	55. Subsection 132(2) of the Act is replaced by the following:
Meeting outside Canada	(2) Despite subsection (1), a meeting of shareholders of a corporation may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.
Exception	(3) A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
Participation in meeting by electronic means	(4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting.
Meeting held by electronic means	(5) If the directors or the shareholders of a corporation call a meeting of shareholders pursuant to this Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.
	56. Section 133 of the Act is replaced by the following:
Calling annual meetings	133. (1) The directors of a corporation shall call an annual meeting of shareholders
	(a) not later than eighteen months after the corporation comes into existence; and
	(b) subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation's preceding financial year.
Calling special meetings	(2) The directors of a corporation may at any time call a special meeting of shareholders.
Order to delay calling of annual meeting	(3) Despite subsection (1), the corporation may apply to the court for an order extending the time for calling an annual meeting.
	57. (1) Subsections 134(1) and (2) of the Act are replaced by the following:
Fixing record date	134. (1) The directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders
	(a) entitled to receive payment of a dividend;
	(b) entitled to participate in a liquidation distribution;
	(c) entitled to receive notice of a meeting of shareholders;
	(d) entitled to vote at a meeting of shareholders; or
	(e) for any other purpose.
	(2) The portion of subsection 134(3) of the Act before paragraph (a) is replaced by the following:
No record date fixed	(2) If no record date is fixed,
	(3) The portion of subsection 134(4) of the Act before paragraph (a) is replaced by the following:
When record date fixed	(3) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period
	58. Subsections 135(1) and (2) of the Act are replaced by the following:
Notice of meeting	135. (1) Notice of the time and place of a meeting of shareholders shall be sent within the prescribed period to
	(a) each shareholder entitled to vote at the meeting;
	(b) each director; and
	(c) the auditor of the corporation.
Exception - not a distributing corporation	(1.1) In the case of a corporation that is not a distributing corporation, the notice may be sent within a shorter period if so specified in the articles or by-laws.
Exception - shareholders not registered	(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under paragraph 134(1)(c) or subsection 134(2), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.
	59. (1) Subsection 137(1) of the Act is replaced by the following:
Proposals	137. (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that are entitled to be voted at an annual meeting of shareholders may
	(a) submit to the corporation notice of any matter that the person proposes to raise at the meeting (a ``proposal''); and
	(b) discuss at the meeting any matter in respect of which the person would have been entitled to submit a proposal.
Persons eligible to make proposals	(1.1) To be eligible to submit a proposal, a person
	(a) must be, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding shares of the corporation; or
	(b) must have the support of persons who, in the aggregate, and including or not including the person that submits the proposal, have been, for at least the prescribed period, the registered holders, or the beneficial owners of, at least the prescribed number of outstanding shares of the corporation.
Information to be provided	(1.2) A proposal submitted under paragraph (1)(a) must be accompanied by the following information:
	(a) the name and address of the person and of the person's supporters, if applicable; and
	(b) the number of shares held or owned by the person and the person's supporters, if applicable, and the date the shares were acquired.
Information not part of proposal	(1.3) The information provided under subsection (1.2) does not form part of the proposal or of the supporting statement referred to in subsection (3) and is not included for the purposes of the prescribed maximum word limit set out in subsection (3).
Proof may be required	(1.4) If requested by the corporation within the prescribed period, a person who submits a proposal must provide proof, within the prescribed period, that the person meets the requirements of subsection (1.1).
	(2) Subsection 137(3) of the Act is replaced by the following:
Supporting statement	(3) If so requested by the person who submits a proposal, the corporation shall include in the management proxy circular or attach to it a statement in support of the proposal by the person and the name and address of the person. The statement and the proposal must together not exceed the prescribed maximum number of words.
	(3) Subsection 137(5) of the Act is replaced by the following:
Exemptions	(5) A corporation is not required to comply with subsections (2) and (3) if
	(a) the proposal is not submitted to the corporation at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting of shareholders;
	(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers or security holders;
	(b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the corporation;
	(c) not more than the prescribed period before the receipt of a proposal, a person failed to present, in person or by proxy, at a meeting of shareholders, a proposal that at the person's request, had been included in a management proxy circular relating to the meeting;