Jobs and Economic Growth Act (S.C. 2010, c. 12)
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Assented to 2010-07-12
2131. Section 16 of the Act is replaced by the following:
Marginal note:Power of the court
16. On receiving the report of the accountant or person ordered to inquire into the affairs of the company under section 14, and after hearing such shareholders or creditors of the company, or, if the company is a federal credit union, such of its members, shareholders or creditors, as desire to be heard in respect of the report, the court may either refuse the application or make the winding-up order.
2132. Section 20 of the Act is replaced by the following:
Marginal note:Transfer of shares void
20. All transfers of shares of a company referred to in section 19 — or, if the company referred to in that section is a federal credit union, all transfers of membership shares or shares — except transfers made to or with the sanction of the liquidator, under the authority of the court, and every alteration in the status of the members of the company, after the commencement of the winding-up, are void.
Marginal note:1996, c. 6, s. 157
2133. (1) Subsection 102.1(1) of the Act is replaced by the following:
Marginal note:Inquiry into dividends and redemptions of shares
102.1 (1) If a company that is being wound up under this Act has, within 12 months preceding the commencement of the winding-up, paid a dividend in respect of any share of the company, other than a stock dividend, — or, in the case of a federal credit union, paid a dividend in respect of a share or membership share, other than a share or membership share dividend — or redeemed or purchased for cancellation any of the shares of the capital stock of the company — or any of the shares or the membership shares of the company, if it is a federal credit union — the court may, on the application of the liquidator, inquire into whether the dividend was paid or the shares or membership shares redeemed or purchased for cancellation at a time when the company was insolvent, or whether the payment of the dividend or the redemption or purchase for cancellation of its shares or membership shares rendered the company insolvent.
Marginal note:1996, c. 6, s. 157
(2) Subsections 102.1(4) to (7) of the Act is replaced by the following:
Marginal note:Judgment against shareholders
(4) If a transaction referred to in subsection (1) has occurred and the court makes a finding referred to in paragraph (2)(a), the court may give judgment to the liquidator against a shareholder, or a member of a federal credit union, who is related to one or more directors or to the company or who is a director not liable by reason of paragraph (2)(b) or subsection (5), in the amount of the dividend or redemption or purchase price referred to in subsection (1) and the interest on it, as was received by the shareholder or member and not repaid to the company.
Marginal note:Directors exonerated by law
(5) A judgment under subsection (2) may not be entered against or be binding on a director who had, in accordance with any applicable law governing the operation of the company, protested against the payment of the dividend or the redemption or purchase for cancellation of the shares of the capital stock of the company or of the shares or membership shares of the federal credit union and had exonerated himself or herself under that law from any liability for it.
Marginal note:Directors’ right to recover
(6) Nothing in this section is to be construed to affect any right, under any applicable law governing the operation of the company, of the directors to recover from a shareholder, or from a member of a federal credit union, the whole or any part of any dividend, or any redemption or purchase price, made or paid to the shareholder or member when the company was insolvent or that rendered the company insolvent.
Marginal note:Onus
(7) For the purposes of an inquiry under this section, the onus of proving
(a) that the company was not insolvent lies on the directors and the shareholders of the company or, if the company is a federal credit union, on the directors, members and shareholders of the company; and
(b) that there were reasonable grounds to believe any of the following lies on the directors:
(i) that the company was not insolvent when a dividend was paid or shares, or membership shares of a federal credit union, were redeemed or purchased for cancellation, or
(ii) that the payment of a dividend or a redemption of shares, or membership shares of a federal credit union, did not render the company insolvent.
Meaning of “dividend”
(8) In this section, “dividend” includes a patronage allocation within the meaning of section 2 of the Bank Act.
2134. Subsection 133(1) of the Act is replaced by the following:
Marginal note:Solicitors and counsel representing classes of creditors
133. (1) A court, if satisfied that, with respect to the whole or any portion of the proceedings before it, the interests of creditors, claimants or shareholders — or, in the case of a federal credit union, members, creditors, claimants or shareholders — can be classified, may, after notice by advertisement or otherwise, nominate and appoint a solicitor and counsel to represent each or any class for the purpose of the proceedings, and all the persons composing any such class are bound by the acts of the solicitor and counsel so appointed.
Coordinating Amendments
Marginal note:2005, c. 54
2135. (1) In this section, “other Act” means An Act to amend certain Acts in relation to financial institutions, chapter 54 of the Statutes of Canada, 2005.
(2) If section 69 of the other Act comes into force before subsection 2018(3) of this Act, then that subsection 2018(3) is repealed.
(3) If section 69 of the other Act comes into force on the same day as subsection 2018(3) of this Act, then that subsection 2018(3) is deemed to have come into force before that section 69.
(4) On the first day on which both section 71 of the other Act and section 2020 of this Act are in force, subsection 311(1) of the Bank Act is replaced by the following:
Marginal note:Distribution of annual statement
311. (1) A bank must, not later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 152(1)(b) in lieu of the annual meeting, send to each shareholder or, in the case of a federal credit union, to each member and shareholder, if any, a copy of the documents referred to in subsections 308(1) and (3), unless that time period is waived by the shareholder or member, as the case may be.
Coming into Force
Marginal note:Order in council
2136. The provisions of this Part come into force on a day or days to be fixed by order of the Governor in Council.
PART 18ATOMIC ENERGY OF CANADA LIMITED
Reorganization and Divestiture
Marginal note:Definitions
2137. (1) The following definitions apply in this Part.
“AECL”
« EACL »
“AECL” means Atomic Energy of Canada Limited.
“assets”
« actifs »
“assets” includes
(a) in relation to an entity, the securities of another entity held by, on behalf of or in trust for the entity; and
(b) intangible property.
“Minister”
« ministre »
“Minister” means the Minister of Natural Resources.
“security”
« titre »
“security” means
(a) in relation to a corporation, a share of any class or series of shares or a debt obligation of the corporation, and includes any conversion or exchange privilege, option or other right to acquire a share or debt obligation of the corporation; and
(b) in relation to any other entity, any ownership interest in or debt obligation of the entity and includes any conversion or exchange privilege, option or other right to acquire an ownership interest or debt obligation of the entity.
Marginal note:Interpretation
(2) In this Part “corporation”, “share” and “wholly-owned subsidiary” have the same meaning as in subsection 83(1) of the Financial Administration Act.
Marginal note:Interpretation
(3) Unless a contrary intention appears, words and expressions used in this Part have the same meaning as in the Canada Business Corporations Act.
Marginal note:Inconsistency
(4) In the event of any inconsistency between this Part and the Canada Business Corporations Act or anything issued, made or established under that Act, this Part prevails to the extent of the inconsistency.
Marginal note:Operation of Competition Act
(5) Nothing in, or done under the authority of, this Part affects the operation of the Competition Act in respect of the acquisition of any interest in an entity.
Marginal note:Purpose
2138. The purpose of this Part is to authorize a number of measures for the reorganization and divestiture of all or any part of AECL’s business.
Marginal note:Authority to sell shares, etc.
2139. (1) The Minister may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate,
(a) despite section 11 of the Nuclear Energy Act, sell or otherwise dispose of some or all of the securities of AECL;
(b) procure an addition to, or other material change in, the objects or purposes for which AECL is incorporated or the restrictions on the businesses or activities that it may carry on, as set out in its articles;
(c) procure the amalgamation of AECL; or
(d) procure the dissolution of AECL.
Marginal note:Additional powers
(2) The Minister may do anything or cause anything to be done that is necessary for, or incidental to, a measure approved under subsection (1).
Marginal note:Authority with respect to entities
2140. (1) The Minister may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate,
(a) procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for, Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the corporation;
(b) procure the formation of any other entity, securities of which, on formation, would be held by, on behalf of or in trust for, Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the entity;
(c) acquire securities of a corporation that, on acquisition, would be held by, on behalf of or in trust for, Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the corporation; and
(d) acquire securities of any other entity that, on acquisition, would be held by, on behalf of or in trust for, Her Majesty in right of Canada and sell or otherwise dispose of some or all of the securities of the entity.
Marginal note:Additional powers
(2) The Minister may do anything or cause anything to be done that is necessary for, or incidental to, a measure approved under subsection (1).
Marginal note:Part X of the Financial Administration Act
(3) The Governor in Council may, by order, declare that any of the provisions of Part X of the Financial Administration Act do not apply to a corporation referred to in subsection (1)(a).
Marginal note:Authority
2141. (1) AECL, a corporation referred to in paragraph 2140(1)(a), any other entity referred to in paragraph 2140(1)(b) or any one of their wholly-owned subsidiaries or wholly-owned entities may, with the approval of the Governor in Council and on any terms that the Governor in Council considers appropriate,
(a) sell or otherwise dispose of some or all of its assets;
(b) sell or otherwise dispose of some or all of its liabilities;
(c) issue securities and sell or otherwise dispose of some or all of those securities;
(d) reorganize its capital structure;
(e) acquire assets of a corporation or any other entity;
(f) procure an addition to, or other material change in, the objects or purposes for which it is incorporated or formed or the restrictions on the businesses or activities that it may carry on, as set out in its articles or constituting documents;
(g) procure the incorporation of a corporation, securities of which, on incorporation, would be held by, on behalf of or in trust for, the entity that procures the incorporation;
(h) procure the formation of any other entity, securities of which, on formation, would be held by, on behalf of or in trust for, the entity that procures the formation;
(i) acquire securities of a corporation or any other entity that, on acquisition, would be held by, on behalf of or in trust for, the entity that acquires the securities;
(j) sell or otherwise dispose of some or all of the securities of a corporation or any other entity that are held by, on behalf of or in trust for, the entity that sells or otherwise disposes of the securities;
(k) procure its amalgamation or the amalgamation of any of its wholly-owned subsidiaries;
(l) procure its dissolution or the dissolution of any of its wholly-owned subsidiaries; or
(m) do anything that is necessary for, or incidental to, a measure approved under paragraphs (a) to (l).
Marginal note:Additional powers
(2) The Governor in Council may, on the recommendation of the Minister and on any terms that the Governor in Council considers appropriate, direct AECL, a corporation referred to in paragraph 2140(1)(a) or any other entity referred to in paragraph 2140(1)(b) to take, or cause any of its wholly-owned subsidiaries or wholly-owned entities to take, a measure referred to in subsection (1).
Marginal note:Limitation
(3) The Governor in Council may not issue a directive to AECL, a corporation referred to in paragraph 2140(1)(a) or any other entity referred to in paragraph 2140(1)(b)
(a) after any of its securities are sold or otherwise disposed of; or
(b) with respect to any of its wholly-owned subsidiaries or wholly-owned entities, after the wholly-owned subsidiaries or wholly-owned entities’ securities are sold or otherwise disposed of.
Marginal note:Compliance with directive
(4) The directors of AECL or of the corporation, or persons acting in a similar capacity with respect to the entity, must comply with a directive issued by the Governor in Council. That compliance is in the best interests of AECL, the corporation or the entity, as the case may be, to whom the directive is issued.
Marginal note:Notification of implementation
(5) As soon as is feasible after implementing a directive and completing any actions that are required to be taken in connection with that implementation, AECL, the corporation or the entity must notify the Minister that it has done so.
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