With Quebec's economic protectionism on the rise, leader
Jean Charest has advised voters that, if re-elected, he would
establish a $1-billion fund to assist Quebec companies to make
foreign takeovers and would table a law allowing a board of
directors to block a foreign takeover, even if shareholders support
According to Ralph Shay, partner and head of the Toronto
Securities Group at Fraser Milner Casgrain LLP (FMC), allowing
directors to evade the desire of shareholders does not align with
the policy of securities commissions across Canada, as a board of
directors is generally compelled to allow any takeover bid to be
presented to shareholders, even if the board does not believe it is
in the best interest of the company. "The securities
commissions have a policy statement that says directors should not
interfere with the right of shareholders to decide on a takeover
bid," he tells BNN. "The securities commissions don't
see it that way [that directors have the final say]...they feel
that shareholders should have the right to decide when there is a
Mr. Shay also said that this law, if it should become a reality,
could negatively impact the share price of Quebec-based companies,
because it would be less likely for shareholders to obtain a
premium over the market price that normally comes with a takeover
FMC is one of Canada's leading business and litigation law
firms with more than 500 lawyers in six full-service offices
located in the country's key business centres. We focus on
providing outstanding service and value to our clients, and we
strive to excel as a workplace of choice for our people. Regardless
of where you choose to do business in Canada, our strong team of
professionals possess knowledge and expertise on regional, national
and cross-border matters. FMC's well-earned reputation for
consistently delivering the highest quality legal services and
counsel to our clients is complemented by an ongoing commitment to
diversity and inclusion to broaden our insight and perspective on
our clients' needs. Visit:
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
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