Federal Law–Civil Law Harmonization Act, No. 3 (S.C. 2011, c. 21)
Full Document:
Assented to 2011-11-29
41. (1) The portion of subsection 81(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Rights and obligations
81. (1) An authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,
(2) Subsection 81(2) of the English version of the Act is replaced by the following:
Marginal note:Notice to agent or mandatary
(2) Notice to an authenticating trustee, registrar, transfer agent or other agent or mandatary of an issuer is notice to the issuer with respect to the functions performed by the agent or mandatary.
42. The definitions “trustee” and “trust indenture” in subsection 82(1) of the Act are replaced by the following:
“trustee”
« fiduciaire »
“trustee” means any person appointed as trustee, including the administrator of the property of others, under the terms of a trust indenture to which a corporation is a party and includes any successor trustee;
“trust indenture”
« acte de fiducie »
“trust indenture” means any deed, indenture or other instrument or act, including any supplement or amendment, made by a corporation after its incorporation or continuance under this Act, under which the corporation issues debt obligations and in which a person is appointed as trustee for the holders of the debt obligations.
43. The heading of Part IX of the English version of the Act is replaced by the following:
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
Marginal note:2001, c. 14, s. 135 (Sch., s. 31)(E)
44. Section 94 of the English version of the Act is replaced by the following:
Marginal note:Functions of receiver or sequestrator
94. A receiver or sequestrator of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property, pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver or sequestrator is appointed, but, except to the extent permitted by a court, the receiver or sequestrator may not carry on the business of the corporation.
Marginal note:2001, c. 14, s. 135 (Sch., s. 31)(E)
45. Sections 95 and 96 of the Act are replaced by the following:
Marginal note:Functions of receiver-manager
95. A receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed.
Marginal note:Directors’ powers cease
96. If a receiver-manager or sequestrator is appointed by a court or under an instrument or act, the powers of the directors of the corporation that the receiver-manager or sequestrator is authorized to exercise may not be exercised by the directors until the receiver-manager or sequestrator is discharged.
46. Sections 97 and 98 of the English version of the Act are replaced by the following:
Marginal note:Duty to act
97. A receiver, receiver-manager or sequestrator appointed by a court shall act in accordance with the directions of the court.
Marginal note:Duty under instrument or act
98. A receiver, receiver-manager or sequestrator appointed under an instrument or act shall act in accordance with that instrument or act and any direction of a court made under section 100.
47. The portion of section 99 of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Duty of care
99. A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall
Marginal note:2001, c. 14, s. 135 (Sch., s. 33)(E)
48. Section 100 of the English version of the Act is replaced by the following:
Marginal note:Directions given by court
100. On an application by a receiver, receiver-manager or sequestrator, whether appointed by a court or under an instrument or act, or on an application by any interested person, a court may make any order it thinks fit including, without limiting the generality of the foregoing,
(a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts;
(b) an order determining the notice to be given to any person or dispensing with notice to any person;
(c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator;
(d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and business of the corporation, or to relieve any such person from any default on any terms that the court thinks fit, and to confirm any act of the receiver, receiver-manager or sequestrator; and
(e) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator.
Marginal note:2001, c. 14, s. 135 (Sch., s. 34)(E)
49. (1) The portion of section 101 of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Duties of receiver, receiver-manager or sequestrator
101. A receiver, receiver-manager or sequestrator shall
Marginal note:2001, c. 14, s. 135 (Sch., s. 34)(E)
(2) Paragraphs 101(b) to (d) of the English version of the Act are replaced by the following:
(b) take into their custody and control the property of the corporation in accordance with the court order or instrument or act under which they are appointed;
(c) open and maintain a bank account in their name as receiver, receiver-manager or sequestrator of the corporation for the moneys of the corporation coming under their control;
(d) keep detailed accounts of all transactions carried out as receiver, receiver-manager or sequestrator;
Marginal note:2001, c. 14, s. 40
50. Paragraph 109(5)(c) of the English version of the Act is replaced by the following:
(c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.
Marginal note:2001, c. 14, s. 47(2)(F) and s. 135 (Sch., s. 42(2))(E)
51. Subsection 119(5) of the Act is replaced by the following:
Marginal note:Subrogation of director
(5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is entitled to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is
(a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and
(b) elsewhere in Canada, entitled to an assignment of the judgment.
Marginal note:2001, c. 14, s. 48
52. Paragraph 120(5)(a) of the English version of the Act is replaced by the following:
(a) relates primarily to his or her remuneration as a director, officer, employee, agent or mandatary of the corporation or an affiliate;
53. Subsection 137(6) of the French version of the Act is replaced by the following:
Marginal note:Immunité
(6) Ni la société ni les personnes agissant en son nom n’engagent leur responsabilité en diffusant une proposition ou un exposé en conformité avec le présent article.
Marginal note:2001, c. 14, s. 135 (Sch., s. 48)(E)
54. (1) The definitions “form of proxy” and “proxy” in section 147 of the English version of the Act are replaced by the following:
“form of proxy”
« formulaire de procuration »
“form of proxy” means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy;
“proxy”
« procuration »
“proxy” means a completed and executed or, in Quebec, signed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder’s behalf at a meeting of shareholders;
Marginal note:2001, c. 14, s. 67(2)
(2) Subparagraph (a)(ii) of the definition “solicit” or “solicitation” in section 147 of the English version of the Act is replaced by the following:
(ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,
- Date modified: