On April 30, 2015, the OSC announced that it has approved
amendments to section 720 of the TSX Company
Manual, which deals with the voluntary delisting of an
issuer. The amendments are intended to provide security holders
with a vote on whether the securities that they hold should be
The amendments will require an issuer to submit an application
for voluntary delisting to the TSX accompanied by: (i) a resolution
of the issuer's board of directors authorizing the application
to delist; and (ii) a draft copy of the press release which must be
pre-cleared by the TSX.
In addition, the TSX will generally require approval by the
holders of an affected class or series of securities for the
voluntary delisting application for certain types of securities.
Currently, an issuer may delist its securities from the TSX without
obtaining security holder approval. The information circular or
form of written consent used to obtain security holder approval
must be submitted to the TSX for pre-clearance at least five days
prior to finalization. The TSX may waive security holder approval
if it is satisfied that:
an acceptable alternative market
exists or will exist for the listed securities on or about the
proposed delisting date;
security holders have a near term
liquidity event, such as a going private transaction, for which all
material conditions have been satisfied and the likelihood of
non-completion is remote; or
the listed issuer is under delisting
review and it is unlikely that TSX will be satisfied that the
deficiencies will be cured within the prescribed period.
Certain security holders will be ineligible to vote. A security
holder that controls 50% or more of the affected class or series of
securities of an issuer will generally be ineligible to vote on the
delisting. In addition, any insider that has an interest which
materially differs from other security holders will not be eligible
The amendment is effective as of April 30, 2015.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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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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