statutory review of the Canada Business Corporations Act

creating simpler administrative procedures for forms and filings;
repealing the prohibition on corporations providing financial assistance to
directors, officers, employees and shareholders
allowing the use of electronic documents and meetings to communicate
with shareholders;
reducing the proportion of a board that must have directors resident in
Canada;
allowing subsidiaries to acquire shares of parent companies in order to
facilitate global transactions;
replacing the good faith defence with the due diligence defence for
directors’ liability
changing the regime and definitions for what constitutes insider trading;
introducing new rules regulating unanimous shareholder agreements;
adding rules related to shareholder proposals;
updating the rules for proxy solicitation and proxy circular exemptions;
harmonizing merger and acquisition rules with provincial regimes; and
introducing modified proportionate liability. 4
The requirement for a statutory review introduced in 2001 pertains to the CBCA as a
whole, not just to the updated sections added by Bill S-11. The current CBCA includes
268 sections and covers all aspects of corporate governance and structure at the federal
level.
Since the 2001 amendments, Industry Canada has put out two discussion papers
on possible further amendments to the CBCA, and heard back from stakeholders in
consultations, but has not issued any additional proposals for changes.
4 Gérald Lafrenière and Margaret Smith, Bill S-11: An Act To Amend The Canada Business Corporations Act
and The Canada Cooperatives Act and To Amend Other Acts, LS-389E, Library of Parliament, February 23,
2001, revised June 11, 2001.
4