statutory review of the Canada Business Corporations Act

Alternatively:
18) The issue of whether the requirement for corporations
wishing to issue shares to obtain a security certificate
should be removed. 111 (Wayne Gray)
19) The issue of whether the requirements that the CBCA rules
on trust indentures be followed by all federal issuers
operating in jurisdictions that do not have comparable
protection should be removed. 112 (Wayne Gray)
20) The issue of whether the 25% Canadian residency
requirement for boards should be removed. 113 (Wayne Gray)
21) The issue of whether imposition of liability for insider trading
and tipping on privately-held companies should be removed,
since it is only relevant to publicly-held companies. 114
(Wayne Gray)
22) The issue of whether the approach of matching buyer and
seller to determine insider tipping/trading liability should be
removed, and replaced with a class action approach. 115
(Wayne Gray)
23) The issue of whether a new national securities regulator
should be given a role in enforcement on the criminal side in
insider tipping/trading cases. 116 (CCGG)
24) The issue of whether modified proportionate liability should
be addressed in some manner—currently negligence issues
with professionals such as auditors are under provincial
jurisdiction, so this limits the applicability of the CBCA’s
111 Share certificate requirements are in Part VII of the CBCA.
112 Trust indentures are regulated in Part VIII of the CBCA.
113 This 25% Canadian residency requirement was reduced from its prior level of 51% Canadian residency
during the 2001 amendments to the CBCA. The current provisions governing residency of directors are at
sections 105(3), (3.1), (3.2), (3.3) and (4) of the CBCA.
114 The current provisions concerning insider trading and tipping are in Part XI of the CBCA.
115 No specific proposals for amendments were presented to the Committee.
116 The CCGG did not address jurisdictional issues in its submissions.
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