Business Beat

In a unanimous opinion released on December 22, 2011, the Supreme Court of Canada sank the federal government’s attempt to create a national securities regulator. The Court ruled that the proposed Canadian Securities Act, “as presently drafted”, is ultra vires the federal government.

The new Canada Not-for-profit Corporations Act, which received Royal Assent on June 23, 2009, became effective October 17, 2011.

In January 2011, the Ontario Securities Commission issued a notice requesting comments on certain shareholder democracy issues including, among other things, the practice of slate voting for directors and whether it should be abolished in favour of individual and majority voting.

1. Bill S-5: Section 427 Security vs. Unperfected Security Interest 2. New s. 10(2)(b) Interest Act Regulations

The Canada Revenue Agency released three new forms which are intended to assist Canadians in determining eligibility for reduced withholding rate on payments to non-residents of Canada.

The new U.K. Bribery Act’s extra-jurisdictional reach is wide enough to potentially apply to Canadian companies; Canadian companies are reminded that issues of corruption throughout their operations need to be carefully examined and addressed.

In August 2011, in the proceedings of Indalex Limited under the Companies’ Creditors Arrangement Act, the Ontario Court of Appeal made the surprising decision to give priority to Indalex’s pension plan wind-up deficiency claims over the claims of Indalex’s CCAA-secured lender.

Effective October 3, 2011, National Instrument 45-106 - Prospectus and Registration Exemptions (“NI 45-106”) has been amended to include the filing of a new form for the report of exempt distributions (“Form 45-106F6”).

1. Domain Names are “Property” for Ontario Rules of Civil Procedure 2. Breach of PPSA as Defence to Guarantee? 3. No Proposal, No Stay Order 4. Criminal Fraud Charges v. Acceleration of the Debt 5. Recall Rights and WEPPA Claims 6. Knowledge of Prior Security Interests by a Creditor Corporation

1. Tax Exemption for Indians 2. MNR Requirement to Pay on Joint Bank Account