CBCA Reforms: Shareholder Meetings and Diversity Disclosure

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Dec 14, 2016

On December 14, 2016, the federal government made progress towards modernizing the Canada Business Corporations Act by publishing proposed regulations under the framework bill that was tabled on September 28. The reforms are aimed, in part, at reducing regulatory discrepancies between the CBCA and Canadian securities laws, TSX rules and certain international best practices.

Part 1 amends the Canada Business Corporations Act, the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act to, among other things,
  • reform some aspects of the process for electing directors of certain corporations and cooperatives;
  • modernize communications between corporations or cooperatives and their shareholders or members;
  • clarify that corporations and cooperatives are prohibited from issuing share certificates and warrants, in bearer form; and
  • require certain corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management.

Part 2 amends the Competition Act to expand the concept of affiliation to a broader range of business organizations.

Review the proposed regulations on the Canadian Parliament's website.

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