The Canadian Securities Administrators (CSA) published for
comment proposed National Instrument 62-105 Security Holder
Rights Plans, with the intention of establishing a
comprehensive regulatory framework in respect of rights plans in
The proposed Instrument would provide a target company's
board and shareholders with greater discretion in the use of rights
According to Bill Rice, Chair of the CSA and CEO of the Alberta
Securities Commission, "the CSA believe that the proposed rule
will modernize, harmonize and codify an appropriate regulatory
approach to rights plans in Canada....barring exceptional
circumstances, the decision to adopt and maintain a rights plan
would be a matter for company boards and shareholders, not
Specifically, the proposed framework allows a rights plan
adopted by a board of directors to remain in place provided
majority shareholder approval of the plan is obtained within 90
days after the rights plan is adopted or, if adopted after a
takeover bid has been commenced, within 90 days after the date of
the commencement of the takeover bid. To remain in effect, the
rights plan would have to be approved at each annual meeting of the
company following the initial shareholder approval. Any announced
takeover bidder for the company, and joint actors of the bidder,
would be excluded from the shareholder vote. Shareholders would
also be able to terminate a rights plan at any time by majority
vote at a shareholder meeting.
Under the current regime, securities regulators will usually
cease trade a shareholder rights plan after a limited period of
time once the plan has given the target board sufficient time to
respond to a takeover bid. The draft framework proposes that
regulators not intervene to cease trade a rights plan that has
complied with the proposed framework, which is a significant step
in empowering the target board and shareholders in responding to a
The CSA comment period is open till June 12, 2013.
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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.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan 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.
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