CBCA Reforms Receive Royal Assent

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May 01, 2018

On May 1, 2018, Bill C-25 amending the Canada Business Corporations Act (CBCA) received Royal Assent. The amendments are aimed, in part, at greater alignment between the CBCA and Canadian securities laws, TSX rules and certain international best practices.

Based on a summary by Torys LLP, the key reforms affecting public CBCA corporations are diversity disclosure, majority voting requirements and internet posting of meeting materials (notice-and-access).

Diversity Disclosure

The draft CBCA regulations impose diversity disclosure requirements under a "comply-or-explain" model consistent with Canadian securities laws.

Majority Voting

One of the key features of the draft CBCA majority voting regulations includes that shareholders would be able to vote "for" or "against" each director, and a director would not be elected if he or she failed to receive majority support at an uncontested meeting.

Internet Posting of Meeting Materials (Notice-and-Access)

The notice-and-access regime under securities laws permits meeting materials, including the information circular, financial statements and MD&A, to be posted on an issuer's website, with only the notice of meeting and voting card being delivered to shareholders. The draft CBCA regulations are consistent with this, so CBCA corporations would no longer need an exemption from the Director to adopt notice-and-access.

Review a summary on Torys website and the Royal Assent on Parliament of Canada's website.

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