Bill C-392

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	1st Session, 36th Parliament, 46-47 Elizabeth II, 1997-98
	The House of Commons of Canada
	BILL C-392
	An Act respecting the privatization of the Export Development Corporation and the disposal of the shares therein of Her Majesty in right of Canada
	Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
	SHORT TITLE
Short title	1. This Act may be cited as the Export Development Corporation Privatization Act.
	INTERPRETATION
Definitions	2. (1) The definitions in this subsection apply in this Act.
``control'' « contrôle »	``control'' means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement, arrangement or ownership of any body corporate or otherwise.
``Corpora- tion'' « Société »	``Corporation'' means the Export Development Corporation constituted by the Export Development Act.
``divestiture date'' « date d'aliéna- tion »	``divestiture date'' means the date on which shares of the Corporation are first sold or otherwise disposed of by the Minister pursuant to section 5.
``Minister'' « ministre »	``Minister'' means such member of the Queen's Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act.
``person'' « personne »	``person'' includes any individual, partnership, body corporate, unincorporated organization, government or agency thereof, trustee, executor, administrator or other legal representative.
Same meaning	(2) Unless a contrary intention appears, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.
Operation of Canada Business Corporations Act and Export Development Act	(3) In the event of any inconsistency between this Act and either the Canada Business Corporations Act or the Export Development Act, or anything issued, made or established under either of those Acts, this Act prevails to the extent of the inconsistency.
Operation of Competition Act	(4) Nothing in, or done under the authority of, this Act affects the operation of the Competition Act in respect of the acquisition of any interest in the Corporation.
	HER MAJESTY
Binding on Her Majesty	3. This Act is binding on Her Majesty in right of Canada or a province.
	TRANSFER OF SHARES TO MINISTER
Transfer of shares	4. (1) The common shares of the Corporation held by Her Majesty in right of Canada are hereby transferred to the Minister.
Authority to acquire	(2) The Minister is hereby authorized to acquire the shares transferred by subsection (1).
Registration of shares	(3) The shares transferred to the Minister by subsections (1) and (2) shall be registered in the books of the Corporation in the name of the Minister and shall be held by the Minister in trust for Her Majesty in right of Canada.
	DISPOSAL OF SHARES BY MINISTER
Power to sell or dispose of shares	5. On such terms and conditions as the Governor in Council may approve, the Minister may
	(a) sell or otherwise dispose of the shares transferred to the Minister by section 4; and
	(b) enter into any agreement or arrangement necessary for or incidental to any disposal under paragraph (a).
	CONTINUANCE
Submission to Minister	6. (1) Forthwith after this section comes into force, the Corporation shall submit an application for a certificate of continuance of the Corporation under subsection 187(1) of the Canada Business Corporations Act to the Minister for approval.
Submission to Director	(2) Forthwith after the Minister approves an application submitted pursuant to subsection (1), the Corporation shall submit the approved application to the Director.
Presumption	(3) An application submitted to the Director pursuant to this section is, subject to this Act, deemed for all purposes to have been made under subsection 187(1) of the Canada Business Corporations Act.
Mandatory provisions in articles	7. (1) The articles of the Corporation shall contain
	(a) provisions imposing constraints on the issue, transfer and ownership, including joint ownership, of voting shares of the Corporation to prevent non-residents from holding, beneficially owning or controlling, directly or indirectly, otherwise than by way of security only, in the aggregate, voting shares to which are attached more than twenty per cent of the votes that may ordinarily be cast to elect directors of the Corporation; and
	(b) provisions respecting the counting or prorating of votes cast in respect of any motion at any meeting of shareholders of the Corporation and attached to the voting shares of the Corporation that are held, beneficially owned or controlled, directly or indirectly, by non-residents so as to limit the counting of those votes to not more than twenty per cent of the total number of votes cast by shareholders in respect of that motion.
Enforcement of constraint provisions	(2) The regulations made pursuant to subsection 174(6) of the Canada Business Corporations Act apply in respect of the Corporation, with such modifications as the circumstances require, as if the constraints imposed pursuant to paragraph 1(a) were constraints referred to in paragraph 174(1)(a) of that Act.
Definitions	(3) In this section,
``corporation' ' « société »	``corporation'' includes a body corporate, partnership and unincorporated organization;
``non- resident'' « non- résident »	``non-resident'' means
	(a) an individual, other than a Canadian citizen, who is not ordinarily resident in Canada,
	(b) a corporation incorporated, formed or otherwise organized outside Canada,
	(c) a foreign government or an agency thereof,
	(d) a corporation controlled by non-residents as defined in any of paragraphs (a) to (c),
	(e) a trust
	(i) established by a non-resident as defined in any of paragraphs (b) to (d), other than a trust for the administration of a pension fund for the benefit of individuals a majority of whom are not non-residents as defined in paragraph (a), or
	(ii) in which non-residents as defined in any of paragraphs (a) to (d) have more than fifty per cent of the beneficial interest, or
	(f) a corporation that is controlled by a trust described in paragraph (e);
``voting share'' « action avec droit de vote »	``voting share'' means a share carrying a voting right under all circumstances or under some circumstances that have occurred and are continuing, and includes a security currently convertible into such a share and a currently exercisable option or right to acquire such a share or such a convertible security.
Restrictions	8. (1) The Corporation and directors shall not, unless authorized by an Act of Parliament,
	(a) make any articles or by-laws inconsistent with this Act or the provisions included in its articles in accordance with subsection 7(1);
	(b) apply for continuance of the Corporation in another jurisdiction; or
	(c) dissolve the Corporation.
Bankruptcy laws	(2) No Act relating to the solvency or winding-up of a corporation applies to the Corporation and in no case shall the affairs of the Corporation be wound up unless authorized by an Act of Parliament.
	CORPORATE AFFAIRS AND STATUS
Activities of the Corporation	9. (1) The Corporation shall support and develop, directly or indirectly, Canada's export trade and Canadian capacity to engage in that trade and to respond to international business opportunities.
No restriction imposed	(2) Nothing in this section shall be construed as limiting the capacity, rights, powers and privileges of the Corporation or as imposing a restriction on the businesses that it may carry on.
	REPEAL
Repeal of R.S., c. E-20	*10. (1) The Export Development Act* is repealed on the day on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies.**
Director to give notice	(2) The Director is not required to comply with subsection 187(6) of the Canada Business Corporations Act in respect of the Corporation, but the Director shall, on issuing the certificate of continuance of the Corporation, cause a notice to be published in the Canada Gazette setting out the date on which the certificate was issued and on which the Export Development Act was repealed.
	TRANSITIONAL
First annual meeting after divestiture	11. The first annual meeting of shareholders of the Corporation after the divestiture date shall be held not later than six months after that date.
Board of directors	12. (1) The affairs of the Corporation shall be managed by a board of directors consisting of fifteen directors, eight of whom shall be appointed by the Governor in Council to hold office during pleasure for a term not exceeding one year and the rest of whom shall be elected annually by the shareholders of the Corporation, other than Her Majesty in right of Canada.
Quorum	(2) Eight directors, at least five of whom are directors appointed by the Governor in Council, constitute a quorum at any meeting of the board of directors of the Corporation.
Reconstitu- tion of board	(3) On the coming into force of this section, the directors of the Corporation who held office immediately before that coming into force continue to hold office according to the terms of their appointment or election.
Vacancy in office of appointed director	(4) A vacancy occurring before the divestiture date in the office of an appointed director of the Corporation shall be filled by appointment made by the Governor in Council for the unexpired term of the person who vacated the office or, if that person was not appointed for a fixed term, for a term not exceeding one year.
Vacancy in office of elected director	(5) A vacancy occurring before the divestiture date in the office of an elected director of the Corporation shall be filled by appointment made by the directors of the Corporation for the unexpired term of the person who vacated the office.
Expiration	(6) Subsections (1) to (5) expire at the close of the first annual meeting of shareholders of the Corporation held after the divestiture date.
Continuation in office	13. (1) The directors of the Corporation who held office immediately before the day on which the Corporation becomes a corporation to which the Canada Business Corporations Act applies continue to hold office according to the terms of their appointment or election.
Termination of office	(2) Notwithstanding section 12 and subsection (1), a director of the Corporation ceases to hold office at the close of the first annual meeting of shareholders of the Corporation held after the divestiture date, unless elected at that meeting as a director.
Coming into force	14. (1) Sections 6, 7, 8 and 12 come into force on a day or days to be fixed by order of the Governor in Council.
Coming into force	*(2) Section 9 comes into force on the day on which the Export Development Act* is repealed.**

Bill C-392

BILL C-392