Bill S-12

Boards of Trade Act

Clause 2: Existing text of subsection 8(2):

(2) The persons referred to in subsection (1) and their associates, successors and assigns, by the name and style specified in the certificate, are a body corporate, with power to acquire, sell and convey any real property necessary for the objects of the board of trade.

Clause 3: Existing text of subsection 32(3):

(3) Where parties in a case referred to in subsection (2) agree to bind themselves, by bond or otherwise, to submit a matter in dispute between them to the decision of the Board of Arbitration, the submission shall be deemed to be made to any three members of the Board, who may, either by the special order of the Board or by virtue of any general rules adopted by the Board, or under any by-law of the corporation relating to the consideration of any cases so submitted, be appointed to hear, arbitrate and decide on the matter.

Business Development Bank of Canada Act

Clause 4: Existing text of sections 10 to 12:

10. The Bank may employ such officers and employees, and may engage such agents, advisers and consultants, as it considers necessary to carry out the purpose of this Act and for the proper conduct of its business and the Bank may fix the terms and conditions of their employment or engagement.

11. The Board may delegate power to, and specify the duties and authority of, any officer, employee or agent of the Bank to act in all matters that are not by this Act or any by-law or resolution specifically reserved to be done by the Board or the Executive Committee.

12. All directors, officers and employees of the Bank, and all agents, advisers and consultants whose services are engaged by the Bank, must, before entering on their duties, take an oath or make a solemn affirmation of office and confidentiality in the form set out in the schedule before a commissioner of oaths or other person having authority to administer the oath or solemn affirmation in the place where it is taken or made.

Clause 5: Existing text of subsection 13(4):

(4) Officers, employees, agents, advisers and consultants are entitled to be paid by the Bank the remuneration, expenses and benefits that the Bank may determine.

Clause 6: Relevant portion of subsection 14(5):

(5) In any circumstances where the Bank may make a loan or investment to a person, or give a guarantee in relation to a person, under this section, the Bank may

(a) purchase or otherwise acquire real or personal property, including accounts receivable; and

Clause 7: Existing text of subsection 15(1):

15. (1) The Bank may

(a) acquire and hold security or a security interest of any kind and in any form for the due discharge of obligations under a loan, investment, guarantee or agreement that it makes or gives;

(b) surrender or reconvey the security or security interest and acquire and hold, in exchange, security or a security interest of any kind and in any form;

(c) realize the security or security interest made, acquired or held by it on the loan, investment, guarantee or agreement; and

(d) exchange, lease, sell, assign, convey or otherwise dispose of the loan, investment, guarantee, agreement, security or security interest.

Clause 8: (1) Existing text of subsection 18(1):

18. (1) The Bank may borrow money by any means, including issuing and selling or pledging debt obligations of the Bank.

(2) Existing text of subsection 18(5):

(5) The Bank may pledge any of its assets or give deposits as security for any debt obligations issued by the Bank or as security for the due performance of its obligations under any financial management agreement.

Clause 9: Existing text of section 20:

20. The Bank may enter into agreements with, and act as agent for, any department or agency of the government of Canada or a province, or any other body or person, for the provision of services or programs to, on behalf of or jointly with that body or person and, subject to subsection 14(3), may deliver financial assistance on their behalf under the agreement.

Clause 10: Relevant portion of section 22:

22. The Bank may

...

(d) acquire and dispose of any interest in any entity by any means;

(e) acquire, hold, exchange, lease, sell or otherwise dispose of any interest in real or personal property and retain and use the proceeds of disposition; and

Clause 11: Existing text of subsection 37(1):

37. (1) Subject to subsection (2), all information obtained by the Bank in relation to its customers is privileged and a director, officer, employee or agent of, or adviser or consultant to, the Bank must not knowingly communicate, disclose or make available the information, or permit it to be communicated, disclosed or made available.

Canada Business Corporations Act

Clause 13: (1) to (3) Existing text of the definitions:

“beneficial ownership” includes ownership through any trustee, legal representative, agent or other intermediary;

“call” means an option transferable by delivery to demand delivery of a specified number or amount of securities at a fixed price within a specified time but does not include an option or right to acquire securities of the corporation that granted the option or right to acquire;

“personal representative” means a person who stands in place of and represents another person including, but not limited to, a trustee, an executor, an administrator, a receiver, an agent, a liquidator of a succession, a guardian, a tutor, a curator, a mandatary or an attorney;

“put” means an option transferable by delivery to deliver a specified number or amount of securities at a fixed price within a specified time;

“security interest” means an interest in or charge on property of a corporation to secure payment of a debt or performance of any other obligation of the corporation;

(4) Relevant portion of the definition:

“associate”, in respect of a relationship with a person, means

...

(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which that person serves as a trustee or liquidator of the succession or in a similar capacity,

(5) New.

Clause 14: Existing text of subsection 15(1):

15. (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

Clause 15: Relevant portions of subsection 18(1):

18. (1) No corporation and no guarantor of an obligation of a corporation may assert against a person dealing with the corporation or against a person who acquired rights from the corporation that

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(d) a person held out by a corporation as a director, an officer or an agent of the corporation has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the corporation or usual for a director, officer or agent;

(e) a document issued by any director, officer or agent of a corporation with actual or usual authority to issue the document is not valid or not genuine; or

Clause 16: (1) Existing text of subsection 21(1.1):

(1.1) Any person described in subsection (1) who wishes to examine the securities register of a distributing corporation must first make a request to the corporation or its agent, accompanied by an affidavit referred to in subsection (7). On receipt of the affidavit, the corporation or its agent shall allow the applicant access to the securities register during the corporation’s usual business hours, and, on payment of a reasonable fee, provide the applicant with an extract from the securities register.

(2) Existing text of subsections 21(3) and (4):

(3) Shareholders and creditors of a corporation, their personal representatives, the Director and, if the corporation is a distributing corporation, any other person, on payment of a reasonable fee and on sending to a corporation or its agent the affidavit referred to in subsection (7), may on application require the corporation or its agent to furnish within ten days after the receipt of the affidavit a list (in this section referred to as the “basic list”) made up to a date not more than ten days before the date of receipt of the affidavit setting out the names of the shareholders of the corporation, the number of shares owned by each shareholder and the address of each shareholder as shown on the records of the corporation.

(4) A person requiring a corporation to furnish a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent on payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.

(3) Relevant portion of subsection 21(5):

(5) The corporation or its agent shall furnish a supplemental list required under subsection (4)

Clause 17: Relevant portion of subsection 22(2):

(2) A corporation and its agents shall take reasonable precautions to

Clause 18: Existing text of subsection 23(2):

(2) A document executed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

Clause 19: Relevant portion of subsection 26(3):

(3) Despite subsection (2), a corporation may, subject to subsection (4), add to the stated capital accounts maintained for the shares of classes or series the whole or any part of the amount of the consideration that it receives in an exchange if the corporation issues shares

(a) in exchange for

...

(ii) shares of, or another interest in, a body corporate that immediately before the exchange, or that because of the exchange, did not deal with the corporation at arm’s length within the meaning of that expression in the Income Tax Act, or

Clause 20: Relevant portion of subsection 30(2):

(2) Subject to section 31, a corporation shall cause a subsidiary body corporate of the corporation that holds shares of the corporation to sell or otherwise dispose of those shares within five years from the date

Clause 21: (1) Existing text of subsection 31(1):

31. (1) A corporation may in the capacity of a legal representative hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

(2) Relevant portion of subsection 31(3):

(3) A corporation may permit any of its subsidiary bodies corporate to acquire shares of the corporation

(a) in the subsidiary’s capacity as a legal representative, unless the subsidiary would have a beneficial interest in the shares; or

Clause 22: Existing text of subsection 32(6):

(6) No transfer of shares by a corporation shall be void or voidable solely because the transfer is in contravention of subsection (2).

Clause 23: Relevant portion of subsection 33(1):

33. (1) A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation

(a) holds the shares in the capacity of a legal representative; and

Clause 24: Existing text of section 37:

37. A corporation may accept from any shareholder a share of the corporation surrendered to it as a gift, but may not extinguish or reduce a liability in respect of an amount unpaid on any such share except in accordance with section 38.

Clause 25: Existing text of subsections 39(11) and (12):

(11) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.

(12) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.

Clause 26: Existing text of subsections 45(2) and (3):

(2) Subject to subsection 49(8), the articles may provide that the corporation has a lien on a share registered in the name of a shareholder or the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

(3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.

Clause 27: Existing text of subsection 46(3):

(3) Where shares are sold by a corporation under subsection (1), the owner of the shares immediately prior to the sale shall by that sale be divested of their interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned thereon from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes thereon and any costs of administration of a trust fund constituted under subsection 47(1) in relation thereto.

Clause 28: (1) Existing text of the definitions:

“adverse claim” includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest in the security;

“fiduciary” means any person acting in a fiduciary capacity and includes a personal representative of a deceased person;

“purchaser” means a person who takes an interest in a security by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction;

(2) Relevant portion of the definition:

“issuer” includes a corporation

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(b) that directly or indirectly creates fractional interests in its rights or property and that issues securities as evidence of such fractional interests;

(3) Relevant portion of the definition:

“security” or “security certificate” means an instrument issued by a corporation that is

...

(d) evidence of a share, participation or other interest in or obligation of a corporation;

Clause 29: (1) and (2) Relevant portion of subsection 49(8):

(8) No restriction, charge, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was continued under this Act, who has no actual knowledge of the restriction, charge, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate :

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(b) a charge in favour of the corporation;

(3) Existing text of subsection 49(12):

(12) If a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words are deemed to be a notice of a restriction, lien, agreement or endorsement for the purpose of subsection (8).

(4) Relevant portion of subsection 49(16):

(16) The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that

(a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and

Clause 30: (1) Existing text of subsection 50(2):

(2) A corporation may appoint an agent to maintain a central securities register and branch securities registers.

(2) Relevant portion of subsection 50(7):

(7) A corporation, its agent or a trustee defined in subsection 82(1) is not required to produce

Clause 31: (1) Relevant portion of subsection 51(2):

(2) Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if the person furnishes the corporation with evidence as described in subsection 77(4) that the person is

(a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate of a deceased security holder;

(2) Existing text of subsection 51(5):

(5) If a person who is less than eighteen years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation.

(3) and (4) Relevant portion of subsection 51(7):

(7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agent

(a) the original grant of probate or of letters of administration, or a copy thereof certified to be a true copy by

(i) the court that granted the probate or letters of administration,

...

(b) in the case of transmission by notarial will in the Province of Quebec, a copy thereof authenticated pursuant to the laws of that Province,

(5) and (6) Relevant portion of subsection 51(8):

(8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent

...

(b) reasonable proof of the governing laws, of the deceased holder’s interest in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.

Clause 32: Existing text of subsection 55(1):

55. (1) Even against a purchaser for value without notice of a defect going to the validity of a security, the terms of the security include those stated on the security and those incorporated therein by reference to another instrument, statute, rule, regulation or order to the extent that the terms so incorporated do not conflict with the stated terms, but such a reference is not of itself notice to a purchaser for value of a defect going to the validity of the security, notwithstanding that the security expressly states that a person accepting it admits such notice.

Clause 33: Existing text of subsection 60(3):

(3) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.

Clause 34: Existing text of subsection 63(5):

(5) A broker gives to a customer, to the issuer and to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the customer and warranties given in favour of the customer.

Clause 35: (1) Relevant portion of subsection 65(1):

65. (1) In this section, “appropriate person” means

...

(g) to the extent that a person described in paragraphs (a) to (f) may act through an agent, the authorized agent.

(2) Existing text of subsection 65(10):

(10) Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary’s endorsement unauthorized for the purposes of this Part.

Clause 36: Existing text of subsection 70(3):

(3) If a security is part of a fungible bulk, a purchaser of the security is the owner of a proportionate interest in the fungible bulk.

Clause 37: Existing text of subsection 72(3):

(3) The right to reclaim possession of a security may be specifically enforced, its transfer may be restrained and the security may be impounded pending litigation.

Clause 38: Existing text of sections 74 and 75:

74. No seizure of a security or other interest evidenced thereby is effective until the person making the seizure obtains possession of the security.

75. An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a corporation, has received securities and sold, pledged or delivered them according to the instructions of their principal is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

Clause 39: Relevant portion of subsection 77(1):

77. (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing, and by requiring

(a) if the endorsement is by an agent, reasonable assurance of authority to sign;

Clause 40: Relevant portion of subsection 78(2):

(2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address furnished by the claimant or, if no such address has been furnished, to the claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notice either

...

(b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.

Clause 41: (1) Relevant portion of subsection 81(1):

81. (1) An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,

(2) Existing text of subsection 81(2):

(2) Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer with respect to the functions performed by the agent.

Clause 42: Existing text of the definitions:

“trustee” means any person appointed as trustee under the terms of a trust indenture to which a corporation is a party and includes any successor trustee;

“trust indenture” means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued thereunder.

Clause 43: Existing text of the heading:

RECEIVERS AND RECEIVER-MANAGERS

Clause 44: Existing text of section 94:

94. A receiver of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver is appointed, but, except to the extent permitted by a court, the receiver may not carry on the business of the corporation.

Clause 45: Existing text of sections 95 and 96:

95. A receiver of a corporation who is also appointed receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver is appointed.

96. If a receiver-manager is appointed by a court or under an instrument, the powers of the directors of the corporation that the receiver-manager is authorized to exercise may not be exercised by the directors until the receiver-manager is discharged.

Clause 46: Existing text of sections 97 and 98:

97. A receiver or receiver-manager appointed by a court shall act in accordance with the directions of the court.

98. A receiver or receiver-manager appointed under an instrument shall act in accordance with that instrument and any direction of a court made under section 100.

Clause 47: Relevant portion of section 99:

99. A receiver or receiver-manager of a corporation appointed under an instrument shall

Clause 48: Existing text of section 100:

100. On an application by a receiver or receiver-manager, whether appointed by a court or under an instrument, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,

(a) an order appointing, replacing or discharging a receiver or receiver-manager and approving their accounts;

(b) an order determining the notice to be given to any person or dispensing with notice to any person;

(c) an order fixing the remuneration of the receiver or receiver-manager;

(d) an order requiring the receiver or receiver-manager, or a person by or on behalf of whom the receiver or receiver-manager is appointed, to make good any default in connection with the receiver’s or receiver-manager’s custody or management of the property and business of the corporation, or to relieve any such person from any default on such terms as the court thinks fit, and to confirm any act of the receiver or receiver-manager; and

(e) an order giving directions on any matter relating to the duties of the receiver or receiver-manager.

Clause 49: (1) and (2) Relevant portion of section 101:

101. A receiver or receiver-manager shall

...

(b) take into their custody and control the property of the corporation in accordance with the court order or instrument under which they are appointed;

(c) open and maintain a bank account in their name as receiver or receiver-manager of the corporation for the moneys of the corporation coming under their control;

(d) keep detailed accounts of all transactions carried out as receiver or receiver-manager;

Clause 50: Relevant portion of subsection 109(5):

(5) Subsection (4) does not apply to

...

(c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.

Clause 51: Existing text of subsection 119(5):

(5) Where a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained, the director is entitled to an assignment of the judgment.

Clause 52: Relevant portion of subsection 120(5):

(5) A director required to make a disclosure under subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction unless the contract or transaction

(a) relates primarily to his or her remuneration as a director, officer, employee or agent of the corporation or an affiliate;

Clause 53: Existing text of subsection 137(6):

(6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

Clause 54: (1) Existing text of the definitions:

“form of proxy” means a written or printed form that, on completion and execution by or on behalf of a shareholder, becomes a proxy;

“proxy” means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders;

(2) Relevant portion of the definition:

“solicit” or “solicitation”

(a) includes

...

(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,

Clause 55: (1) Existing text of subsection 148(2):

(2) A proxy shall be executed by the shareholder or by the shareholder’s attorney authorized in writing.

(2) Relevant portion of subsection 148(4):

(4) A shareholder may revoke a proxy

(a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing

(3) Existing text of subsection 148(5):

(5) The directors may specify in a notice calling a meeting of shareholders a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding the meeting or an adjournment thereof before which time proxies to be used at the meeting must be deposited with the corporation or its agent.

Clause 56: Relevant portion of subsection 161(2):

(2) For the purposes of this section,

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(b) a person is deemed not to be independent if he or his business partner

...

(iii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years of his proposed appointment as auditor of the corporation.

Clause 57: (1) Existing text of subsection 170(1):

170. (1) On the demand of an auditor of a corporation, the present or former directors, officers, employees or agents of the corporation shall furnish such

(a) information and explanations, and

(b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees or agents are reasonably able to furnish.

(2) Relevant portion of subsection 170(2):

(2) On the demand of the auditor of a corporation, the directors of the corporation shall

(a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and

Clause 58: Relevant portion of subsection 174(6):

(6) Subject to subsections 261(2) and (3), the Governor in Council may make regulations with respect to a corporation that constrains the issue, transfer or ownership of its shares prescribing

...

(d) the powers of the directors to require disclosure of beneficial ownership of shares of the corporation and the right of the corporation and its directors, employees and agents to rely on such disclosure and the effects of such reliance; and

Clause 59: Relevant portion of subsection 189(1):

189. (1) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors of a corporation may, without authorization of the shareholders,

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(b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

Clause 60: (1) Relevant portion of subsection 190(19):

(19) On an application to a court under subsection (15) or (16),

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

(2) Existing text of subsection 190(20):

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Clause 61: (1) Relevant portion of the definition:

“offeror” means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly,

(2) Relevant portion of subsection 206(14):

(14) On an application under subsection (9) or (10)

(a) all dissenting offerees referred to in subparagraph (5)(b)(ii) whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and

(3) Existing text of subsection 206(15):

(15) On an application to a court under subsection (9) or (10), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees.

Clause 62: (1) and (2) Relevant portion of section 217:

217. In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its obligations, make any order it thinks fit including, without limiting the generality of the foregoing,

...

(b) an order appointing a liquidator, with or without security, fixing the liquidator’s remuneration and replacing a liquidator;

...

(k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on such terms as the court thinks fit and confirming any act of the liquidator;

Clause 63: Relevant portion of subsection 222(1):

222. (1) A liquidator may

...

(e) do all acts and execute any documents in the name and on behalf of the corporation;

Clause 64: Existing text of subsection 223(4):

(4) A liquidator shall give notice of their intention to make an application under subsection (2) to the Director, to each inspector appointed under section 217, to each shareholder and to any person who provided a security or fidelity bond for the liquidation, and shall publish the notice in a newspaper published or distributed in the place where the corporation has its registered office, or as otherwise directed by the court.

Clause 65: Relevant portion of subsection 226(5):

(5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may

(a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;

Clause 66: Existing text of subsections 235(1) and (2):

235. (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest in the security or acts or has acted on behalf of a person with such an interest to report to him or her or to any person the Director designates

(a) information that such person has or can reasonably be expected to obtain as to present and past interests in the security; and

(b) the names and addresses of the persons so interested and of any person who acts or has acted in relation to the security on behalf of the persons so interested.

(2) For the purposes of subsection (1), a person is deemed to have an interest in a security if

(a) the person has a right to vote or to acquire or dispose of the security or any interest therein;

(b) the person’s consent is necessary for the exercise of the rights or privileges of any other person interested in the security; or

(c) any other person interested in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.

Clause 67: Existing text of section 236:

236. Nothing in this Part shall be construed as affecting solicitor-client privilege.

Clause 68: Existing text of subsection 237.5(1.1):

(1.1) Subsection (1) does not apply when the plaintiff brings the action as a member of a partnership or other association or as a trustee in bankruptcy, liquidator or receiver of a body corporate.

Clause 69: Existing text of subsection 242(2):

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by such stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

Clause 70: Existing text of section 247:

247. If a corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of a corporation does not comply with this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have, apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions thereof, and on such application the court may so order and make any further order it thinks fit.

Clause 71: Relevant portion of subsection 262(2):

(2) Where this Act requires that articles or a statement relating to a corporation be sent to the Director,

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(b) on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

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(iv) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent, and