Canada Cooperatives Act (S.C. 1998, c. 1)

Marginal note:Application

• 267. (1) This Part applies to a trust indenture if the debt obligations issued or to be issued under it are part of a distribution to the public.

• Marginal note:Exemptions

  (2) The Director may, in writing, exempt a trust indenture from the application of this Part if, in the Director’s opinion, the trust indenture and the debt obligations under it are subject to a law of another jurisdiction that is substantially equivalent to the provisions of this Act relating to trust indentures.

Marginal note:Conflict of interests

• 268. (1) No person may be appointed as trustee if there is a material conflict of interests between the person’s role as trustee and any other role of the person.

• Marginal note:Eliminating conflict of interests

  (2) A trustee must, no later than ninety days after the trustee becomes aware that a material conflict of interests exists,

  • (a) eliminate the conflict of interests; or

  • (b) resign from office.

Marginal note:Validity despite conflict

269. A trust indenture, any debt obligations issued under it and the security interest effected by them are valid even if there is a material conflict of interests of the trustee.

Marginal note:Removal of trustee

270. If a trustee is appointed in contravention of subsection 268(1) or if a trustee contravenes subsection 268(2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on any terms that it thinks fit.

Marginal note:Trustee application

271. A trustee, or at least one of the trustees if more than one is appointed, must be a trust company incorporated under the laws of Canada or a province and authorized to carry on business as a trustee.

Marginal note:List of security holders

• 272. (1) A holder of debt obligations issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, no later than fifteen days after the delivery to the trustee of the statutory declaration, a list setting out the following information, as shown on the records maintained by the trustee on the day the statutory declaration is delivered to the trustee:

  • (a) the names and addresses of the registered holders of the outstanding debt obligations;

  • (b) the principal amount of outstanding debt obligations of each such holder; and

  • (c) the total principal amount of debt obligations outstanding.

• Marginal note:Duty of issuer

  (2) On the demand of a trustee, the issuer must provide the trustee with the information required to enable the trustee to comply with subsection (1).

• Marginal note:When applicant is entity

  (3) If the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection may be made by a director or an officer of the entity or a person acting in a similar capacity.

• Marginal note:Contents of statutory declaration

  (4) The statutory declaration must state

  • (a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, its address for service; and

  • (b) that the list will not be used except as permitted by subsection (5).

• Marginal note:Use of list

  (5) No person shall use a list obtained under this section except in connection with

  • (a) an effort to influence the voting of the holders of debt obligations;

  • (b) an offer to acquire debt obligations; or

  • (c) any other matter relating to the debt obligations or the affairs of the issuer or guarantor of them.