Business Corporation Act

News & Analysis as of

How to comply with the new record-keeping requirements for Ontario corporations

In an attempt to improve management of corporate land forfeited to the Crown (that is, to facilitate the ease with which the Crown may act in order to seize forfeited land), Ontario has amended the Business Corporations Act...more

Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25

With the recent release of proposed regulations (Regulations), the Government of Canada has put some meat on the bones of the proposed changes to the Canada Business Corporations Act (CBCA) that were contained in Bill C-25...more

Developments in Proxy Access in Canada and the US: A Tale of Two Countries

Proxy access is the ability for a shareholder to nominate candidates for election to the board of directors. In Canada, the Canada Business Corporations Act (CBCA) and many provincial corporate statutes, including the Ontario...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

New real property record-keeping obligations for Ontario corporations

On December 10, 2016, Bill 144, the Budget Measures Act, 2015 (Ontario) will come into force and the Forfeited Corporate Property Act, 2015 (FCPA) will be enacted. The enactment of the FCPA will have the effect of amending...more

Plan of Arrangement: A Vote for All? Not So, Says Court of Appeal

In Smoothwater Capital Corporation v. Marquee Energy Ltd. (Smoothwater), the Alberta Court of Appeal (Court) overturned the Alberta Court of Queen’s Bench controversial decision granting shareholders of an acquiring company a...more

New Act Will Require Ontario Corporations to Maintain Register of Real Estate Holdings

The Forfeited Corporate Property Act (FCPA) comes into force in Ontario on December 10, 2016, and will implement additional record-keeping obligations for corporations incorporated or continued in Ontario. Where a...more

Supreme Court of Canada Revisits Oppression

A corporation's failure to follow legal formalities under the Canada Business Corporations Act, RSC 1985 c C-44 [CBCA] does not, by itself, establish oppression, the Supreme Court recently held in Mennillo v Intramodal inc.,...more

New Record-keeping Requirements for Ontario Corporations with “Ownership Interest” in Land

The Province of Ontario is introducing new corporate record-keeping requirements for all Ontario corporations having an "ownership interest" in land, effective December 10, 2016....more

You Can’t Escape From Escheats!

Ontario’s New Corporate Forfeiture Regime and Corporate Record Keeping Requirements - What’s Happening? On December 10, 2016 Ontario will repeal the compact and concise Escheats Act (the “Old EA”) that has served...more

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”....more

Proposed amendments to the Canada Business Corporations Act

On September 28, 2016, the federal Minister of Innovation, Science and Economic Development introduced Bill C-25, which includes proposed amendments (the Proposed Amendments) to the Canada Business Corporations Act (the...more

A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a Plan of Arrangement

In a recent Court of Queen’s Bench of Alberta case, Alberta Oilsands Inc. (Re) (Alberta Oilsands), Justice A. D. Macleod made a surprising decision in the context of a plan of arrangement under the Business Corporations Act...more

Amendments to the Canada Business Corporations Act

On September 28, 2016, the Government of Canada tabled proposed amendments to the Canada Business Corporations Act (CBCA). Corresponding amendments are proposed for the Canada Cooperatives Act and the Canada Not-for-profit...more

Update on Auditing the Audit

Most jurisdictions in Canada require the unanimous consent of all shareholders (including non-voting shareholders) in order for a non-distributing corporation to dispense with an audit. The requirement is absolute and...more

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a...more

Restarting the Clock: Court of Appeal Affirms Two-Year Limitation Period for Oppression Remedy Cases

In its recent decision in Maurice v. Alles, the Court of Appeal for Ontario held that oppression remedy claims under the Ontario Business Corporations Act (OBCA) must be commenced within the general two-year limitation period...more

B.C. Supreme Court Dismisses Petition in Proxy Fight Over Kobex

The British Columbia Supreme Court (Court) recently considered certain issues relating to a proxy battle involving a TSX Venture Exchange-listed issuer, Kobex Capital Corp. (Kobex). The Court’s decision in Kingsway Financial...more

A Cross-Border Finance Lawyer Examines Differences in Canadian and U.S. Corporate Practice

As a U.S. finance lawyer working in Canada on cross-border deals, I have noticed a few differences between U.S. and Canadian corporate practice that impact in minor ways the transaction documents, but that may signal in some...more

Canadian Coalition of Good Governance Advocates More Proxy Access

Earlier this year, the Canadian Coalition of Good Governance (CCGG) released its publication “Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access”, proposing enhanced proxy access...more

Multiple Voting Shares: Don’t Call it a Comeback

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more

Broad Changes to Ontario Corporate Law Recommended

A panel of legal practitioners and academics appointed by Ontario’s Ministry of Government and Consumer Services (Panel) has recommended potential updates and revisions to a number of corporate and commercial Ontario statutes...more

2015 Changes to the Minnesota Business Corporation Act

On August 1, 2015, House Bill H.F. No. 385, which was signed into law by Governor Mark Dayton in May 2015, will become effective. The new law streamlines the process for executing cross-entity and cross-border conversions...more

A Little Less Murky: The Court of Appeal Clarifies the Line Between Oppression and Derivative Actions

On May 26, 2015, the Court of Appeal for Ontario released its decision in Rea et al v Wildeboer, clarifying the distinct role of derivative actions under the Ontario Business Corporations Act. The role is so distinct that the...more

For Louisiana Corporations, Change is in the Air

Louisiana is getting a brand new corporations law, but to businesses from other states, the new law might look strangely familiar. Earlier this year, Louisiana Governor Jindal signed into law Act No. 328, which will replace...more

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