Bill S-11

If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.

PDF

	Joint and Several, or Solidary, Liability
Individual or personal body corporate	237.5 (1) Defendants and third parties referred to in subsection 237.2(1) are jointly and severally, or solidarily, liable for the damages awarded to a plaintiff who is an individual or a personal body corporate and who
	(a) had a financial interest in a corporation on the day that an error, omission or misstatement in financial information concerning the corporation occurred, or acquired a financial interest in the period between the day that the error, omission or misstatement occurred and the day, as determined by the court, that it was generally disclosed; and
	(b) has established that the value of the plaintiff's total financial interest in the corporation was not more than the prescribed amount at the close of business on the day that the error, omission or misstatement occurred or at the close of business on any day that the plaintiff acquired a financial interest in the period referred to in paragraph (a).
Definition of ``personal body corporate''	(2) In subsection (1), ``personal body corporate'' means a body corporate that is not actively engaged in any financial, commercial or industrial business and that is controlled by an individual or a group of individuals, each member of which is connected by blood relationship, adoption or marriage or by cohabiting with another member in a conjugal relationship.
Exception	(3) 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.
Equitable grounds	237.6 (1) If the value of the plaintiff's total financial interest referred to in subsection 237.5(1) is greater than the prescribed amount, a court may nevertheless determine that the defendants and third parties are jointly and severally, or solidarily, liable if the court considers that it is just and reasonable to do so.
Factors	(2) The Governor in Council may establish factors that the court shall take into account in deciding whether to hold the defendants and third parties jointly and severally, or solidarily, liable.
Statutory Instruments Act	(3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette.
Value of security	237.7 (1) When, in order to establish the value of the total financial interest referred to in subsection 237.5(1), it is necessary to determine the value of a security that is traded on an organized market, the value of the security is, on the day specified in subsection (3),
	(a) the closing price of that class of security;
	(b) if no closing price is given, the average of the highest and lowest prices of that class of security; or
	(c) if the security was not traded, the average of the bid and ask prices of that class of security.
Court may adjust value	(2) The court may adjust the value of a security that has been determined under subsection (1) when the court considers it reasonable to do so.
Valuation day	(3) The value of the security is to be determined as of the day that the error, omission or misstatement occurred. If the security was acquired in the period between that day and the day, as determined by the court, that the error, omission or misstatement was generally disclosed, the value is to be determined as of the day that it was acquired.
Definition of ``organized market''	(4) In this section, ``organized market'' means a recognized exchange for a class of securities or a market that regularly publishes the price of that class of securities in a publication that is generally available to the public.
Court determines value	237.8 (1) The court shall determine the value of all or any part of a financial interest that is subject to resale restrictions or for which there is no organized market.
Factors	(2) The Governor in Council may establish factors that the court may take into account in determining value under subsection (1).
Statutory Instruments Act	(3) The Statutory Instruments Act does not apply to the factors referred to in subsection (2), but the factors shall be published in Part I of the Canada Gazette.
Application to determine value	237.9 The plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff's financial interest for the purpose of subsection 237.5(1).
	116. Paragraph 239(2)(a) of the Act is replaced by the following:
	(a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant's intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;
	117. (1) The portion of subsection 241(2) of the French version of the Act before paragraph (a) is replaced by the following:
Motifs	(2) Le tribunal saisi d'une demande visée au paragraphe (1) peut, par ordonnance, redresser la situation provoquée par la société ou l'une des personnes morales de son groupe qui, à son avis, abuse des droits des détenteurs de valeurs mobilières, créanciers, administrateurs ou dirigeants, ou, se montre injuste à leur égard en leur portant préjudice ou en ne tenant pas compte de leurs intérêts :
	(2) Paragraph 241(2)(b) of the French version of the Act is replaced by the following:
	b) soit par la façon dont elle conduit ses activités commerciales ou ses affaires internes;
	118. Subsection 242(3) of the French version of the Act is replaced by the following:
Absence de cautionne- ment	(3) Les plaignants ne sont pas tenus de fournir de cautionnement pour les frais des demandes, actions ou interventions visées à la présente partie.
1999, c. 31, s. 65	119. Section 246 of the Act is replaced by the following:
Appeal from Director's decision	246. A person who feels aggrieved by a decision of the Director referred to in any of paragraphs (a) to (g) may apply to a court for an order, including an order requiring the Director to change the decision
	(a) to refuse to file in the form submitted any articles or other document required by this Act to be filed;
	(b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 12;
	(c) to grant, or to refuse to grant, an exemption that may be granted under this Act and the regulations;
	(d) to refuse under subsection 187(11) to permit a continued reference to shares having a nominal or par value;
	(e) to refuse to issue a certificate of discontinuance under section 188 or a certificate attesting that as of a certain date the corporation exists under subsection 263.1(2);
	(f) to issue, or to refuse to issue, a certificate of revival under section 209, or the decision with respect to the terms for revival imposed by the Director;
	(f.1) to correct, or to refuse to correct, articles, a notice, a certificate or other document under section 265;
	(f.2) to cancel, or to refuse to cancel, the articles and related certificate under section 265.1; or
	(g) to dissolve a corporation under section 212.
	The Court may make any order it thinks fit.
	120. Section 249 of the Act is replaced by the following:
Appeal of final order	249. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.
Appeal with leave	(2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal in accordance with the rules applicable to that court.
	121. The Act is amended by adding the following after section 252:
	PART XX.1
	DOCUMENTS IN ELECTRONIC OR OTHER FORM
Definitions	252.1 The definitions in this section apply in this Part.
``electronic document'' « document électroni- que »	``electronic document'' means, except in section 252.6, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.
``information system'' « système d'information »	``information system'' means a system used to generate, send, receive, store, or otherwise process an electronic document.
Application	252.2 This Part does not apply to a notice, document or other information sent to or issued by the Director pursuant to this Act or to any prescribed notice, document or other information.
Use not mandatory	252.3 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.
Consent and other requirements	(2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with a notice, document or other information is not satisfied by the provision of an electronic document unless
	(a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and
	(b) the electronic document is provided to the designated information system, unless otherwise prescribed.
Revocation of consent	(3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.
Creation and provision of information	252.4 A requirement under this Act or the regulations that a notice, document or other information be created or provided, is satisfied by the creation or provision of an electronic document if
	(a) the by-laws or the articles of the corporation do not provide otherwise; and
	(b) the regulations, if any, have been complied with.
Creation of information in writing	252.5 (1) A requirement under this Act or the regulations that a notice, document or other information be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions in section 252.4,
	(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and
	(b) the regulations pertaining to this subsection, if any, have been complied with.
Provision of information in writing	(2) A requirement under this Act or the regulations that a notice, document or other information be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 252.4,
	(a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and
	(b) the regulations pertaining to this subsection, if any, have been complied with.
Copies	(3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of the electronic document.
Registered mail	(4) A requirement under this Act or the regulations to provide a document by registered mail is not satisfied by the sending of an electronic document unless prescribed.
Statutory declarations and affidavits	252.6 (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if
	(a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;
	(b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and
	(c) the requirements of sections 252.3 to 252.5 are complied with.
Definitions	(2) For the purposes of this section, ``electronic document'' and ``secure electronic signature'' have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Clarification	(3) For the purpose of complying with paragraph (1)(c), the references to an ``electronic document'' in sections 252.3 to 252.5 are to be read as references to an ``electronic document'' as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.
Signatures	252.7 A requirement under this Act or the regulations for a signature or for a document to be executed, except with respect to a statutory declaration or an affidavit, is satisfied if, in relation to an electronic document, the prescribed requirements pertaining to this section, if any, are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:
	(a) the signature resulting from the use by a person of the technology or process is unique to the person;
	(b) the technology or process is used by a person to incorporate, attach or associate the person's signature to the electronic document; and
	(c) the technology or process can be used to identify the person using the technology or process.
	122. Subsection 253(4) of the Act is replaced by the following:
Undelivered notices	(4) If a corporation sends a notice or document to a shareholder in accordance with subsection (1) and the notice or document is returned on two consecutive occasions because the shareholder cannot be found, the corporation is not required to send any further notices or documents to the shareholder until the shareholder informs the corporation in writing of the shareholder's new address.
	123. Subsection 257(3) of the French version of the Act is replaced by the following:
Certificat de valeurs mobilières	(3) Les mentions du registre des valeurs mobilières et les certificats de valeurs mobilières émis par la société établissent, à défaut de preuve contraire, que les personnes au nom desquelles les valeurs mobilières sont inscrites sont propriétaires des valeurs mentionnées dans le registre ou sur les certificats.
1994, c. 24, s. 26	124. Sections 258.1 and 258.2 of the Act are replaced by the following:
Content and form of notices and documents	258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and documents sent to or issued by the Director pursuant to this Act, including
	(a) the notices and documents that may be transmitted in electronic or other form;
	(b) the persons or classes of persons who may transmit the notices and documents;
	(c) their signature in electronic or other form, or their execution, adoption or authorization in a manner that is to have the same effect for the purposes of this Act as their signature;
	(d) the time and circumstances when electronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and
	(e) any matter necessary for the purposes of the application of this section.
Exemption	258.2 In the prescribed circumstances, the Director may, on any conditions that the Director considers appropriate, exempt from the application of any provision of this Act requiring notices or documents to be sent to the Director any notices or documents or classes of notices or documents containing information similar to that contained in notices or documents required to be made public pursuant to any other Act of Parliament or to any Act of the legislature of a province as the Director specifies.

Bill S-11

Joint and Several, or Solidary, Liability

PART XX.1

DOCUMENTS IN ELECTRONIC OR OTHER FORM