O. Reg. 59/07: GENERAL
filed February 23, 2007 under Business Corporations Act, R.S.O. 1990, c. B.16Skip to content
ontario regulation 59/07
made under the
Business Corporations Act
Made: February 21, 2007
Filed: February 23, 2007
Published on e-Laws: February 27, 2007
Printed in The Ontario Gazette: March 10, 2007
Amending Reg. 62 of R.R.O. 1990
1. Subsection 6 (2) of Regulation 62 of the Revised Regulations of Ontario, 1990 is amended by striking out the portion before clause (a) and substituting the following:
(2) A corporation may acquire a name identical to that of another corporation if a person who is authorized to practise law in Ontario provides a legal opinion stating that,
. . . . .
2. (1) Paragraph 1 of subsection 18 (1) of the Regulation is amended by striking out “original”.
(2) Subsection 18 (2) of the Regulation is revoked and the following substituted:
(2) If a proposed name is in an English form and a French form, separate computer-printed search reports shall be provided for the English form and the French form of the name, unless the English and French forms of the name are identical and the legal element required under subsection 10 (1) of the Act that is used in the French form of the name is the French version of the legal element used in the English form of the name.
3. The Regulation is amended by adding the following sections:
Subsidiary Body Corporate Holding Shares of Holding Corporation
23. In sections 23.1, 23.2 and 23.3,
“delivery shares” means shares issued by a corporation to one of its subsidiary bodies corporate for the purposes of an acquisition under subsection 29 (9) of the Act.
23.1 The following conditions are prescribed for the purposes of subsection 29 (9) of the Act:
1. The consideration received by the corporation for the delivery shares must be equal to the fair market value of those shares at the time of their issuance.
2. The class of shares of which the delivery shares are a part must be widely held and shares of that class must be actively traded on any of the following stock exchanges in Canada:
i. The TSX Venture Exchange.
ii. The Toronto Stock Exchange.
3. The sole purpose of effecting the acquisition by the subsidiary body corporate of delivery shares is to transfer them to the shareholders of another body corporate.
4. Immediately before the acquisition of the delivery shares by the subsidiary body corporate, the other body corporate and its shareholders must deal at arm’s length, as determined under the Income Tax Act (Canada), with the corporation and the subsidiary body corporate.
5. Immediately before the acquisition of the delivery shares by the subsidiary body corporate, the subsidiary body corporate and the other body corporate must not be resident in Canada for the purposes of the Income Tax Act (Canada).
23.2 The following conditions are prescribed for the purposes of subsection 29 (10) of the Act:
1. The subsidiary body corporate shall acquire the delivery shares in trust for the shareholders of the other body corporate, such that the beneficial interest in the delivery shares is acquired by those shareholders and not by the subsidiary body corporate.
2. Immediately after the acquisition of the delivery shares by the subsidiary body corporate, the subsidiary body corporate shall transfer the delivery shares to the shareholders of the other body corporate.
3. Immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the subsidiary body corporate and the other body corporate must not be resident in Canada for the purposes of the Income Tax Act (Canada).
4. Immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the other body corporate must be a subsidiary body corporate of the subsidiary body corporate.
23.3 (1) If a condition prescribed for the purposes of subsection 29 (9) or (10) of the Act was not met, the following consequences apply for the purposes of subsection 29 (11) of the Act:
1. The corporation shall,
i. cancel the delivery shares, or
ii. if the articles of the corporation limit the number of authorized shares, restore the delivery shares to the status of authorized but unissued shares.
2. The corporation shall return the consideration received by it for the delivery shares to the subsidiary body corporate.
3. The corporation shall cancel the entry for the consideration in the stated capital account for the class of shares of which the delivery shares were a part.
(2) The corporation shall fulfil the requirements set out in paragraphs 1, 2 and 3 of subsection (1) within 30 days after the day the unmet condition was required to have been met.
23.4 For the purposes of subsection 99 (3.1) of the Act, the proposal referred to in subsection 99 (2) of the Act and the statement referred to in subsection 99 (3) of the Act shall together not exceed 500 words.
4. The Regulation is amended by adding the following sections immediately before the heading “Management Information Circular”:
29.1 For the purposes of clause (i) of the definition of “solicit” and “solicitation” in section 109 of the Act, a prescribed public announcement is a public announcement that is made by,
(a) a speech in a public forum; or
(b) a press release, an opinion, a statement or an advertisement,
(i) provided through a broadcast medium or by a telephonic, electronic or other communication facility, or
(ii) appearing in a newspaper, a magazine or another publication generally available to the public.
29.2 (1) For the purposes of clause (j) of the definition of “solicit” and “solicitation” in section 109 of the Act, a communication made to shareholders of the corporation is not included in the meaning of “solicit” or “solicitation”,
(a) in the situation where the person making the communication does not seek, directly or indirectly, the power to act as a proxy for a shareholder;
(b) in the set of circumstances set out in subsection (2); and
(c) in the set of circumstances set out in subsection (3).
(2) The following comprise the set of circumstances referred to in clause (1) (b):
1. The communication is,
i. a communication concerning the business and affairs, or the management of the business and affairs, of the corporation, an example of which would be a communication concerning proposals contained in a management proxy circular, or
ii. a communication concerning the organization of a dissident’s proxy solicitation.
2. The communication is made by one or more shareholders of the corporation.
3. In the case of a communication referred to in subparagraph 1 i, the communication is not made by,
i. a shareholder who is an officer or director of the corporation, or who serves in a similar capacity, if the communication is financed directly or indirectly by the corporation,
ii. a shareholder who is a nominee, or who proposes a nominee, for election as a director, if the communication relates to the election of directors,
iii. a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the corporation and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party,
iv. a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders’ meeting, is likely to receive a benefit from the approval or non-approval of the subject-matter, which benefit would not be shared rateably by all other holders of the same class of shares and does not arise from the shareholder’s employment with the corporation, or
v. a person acting on behalf of a shareholder described in any of subparagraphs i to iv.
4. None of the shareholders making the communication nor a person acting on behalf of any of them sends a form of proxy to any of the shareholders to whom the communication is made.
(3) The following comprise the set of circumstances referred to in clause (1) (c):
1. The communication is made to shareholders of the corporation, as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business.
2. The communication concerns proxy voting advice.
3. The person making the communication discloses to the shareholders to whom the communication is made,
i. every significant relationship between the person and,
A. the corporation,
B. any of the affiliates of the corporation, or
C. a registered holder or beneficial owner of shares who has submitted a proposal pursuant to subsection 99 (1) of the Act, and
ii. the material interest, if any, that the person has in relation to each matter on which the communication gives advice.
4. If the person making the communication receives any special commission or remuneration for giving the proxy voting advice, he or she receives it only from the shareholder or shareholders receiving the advice.
5. The proxy voting advice is not given on behalf of,
i. a person soliciting proxies, or
ii. a nominee for election as a director of the corporation.
29.3 The following circumstances are prescribed for the purposes of subsection 112 (1.2) of the Act:
1. The solicitation conveyed by public broadcast, speech or publication contains the information described in paragraphs 1 to 6 and 8 of section 33.
2. Before making the solicitation, the person making it sends to the corporation the information described in paragraphs 1 to 6 and 8 of section 33 and a copy of all related written communications.
5. This Regulation comes into force on August 1, 2007.