Industry committee  Correct. (Amendment agreed to) [See Minutes of Proceedings] (Clause 181 as amended agreed to) (Clauses 182 to 209 inclusive agreed to) (On clause 210--Rights preserved)

Industry committee  The amendment would add a new paragraph, (a.1), coming out of comments from the Canadian Bar Association. The issue is that when you amalgamate a couple of corporations, you deal with the resulting amalgamated corporation as though it were new. The Canadian Bar Association pointed out what we didn't deal with--namely, if you have three corporations going into the amalgamation, and one of them is soliciting, what is the effect on the resulting amalgamated corporation?

Industry committee  This is a housekeeping amendment that comes out of the change to clause 161. Paragraph 259(i) lists every section where the director has the power to issue an exemption. The amendment to clause 161 created a new exemption, and we have to add it to the list.

Industry committee  If an accounting association decides to have a lower standard of independence, then that would be sufficient. There's nothing we could do if paragraph 181(1)(c) were gone.

Industry committee  Correct.

Industry committee  We have been meeting with the Canadian General Accountants and the Canadian Institute of Chartered Accountants on this issue with respect to the Canada Business Corporations Act, which has had a similar provision for well on ten years. The two groups have been fighting about this for probably longer than that.

Industry committee  Under provincial law, there are two different regimes generally that affect an accountant. One is the recognition of their provincial association, whether it's the CICA, CMAs, or CGAs. The second regime regulates who can actually do audits or review engagements. That second regime varies in each province.

Industry committee  The changes to clause 146 are consequential to having voted down clause 29. In the bill, currently subclauses 146(1) and 146(6) make a reference to proposed section 29. Now that proposed section 29 is gone, we have to get rid of subclauses 146(1) and 146(6). All this amendment does is get rid of them.

Industry committee  Stakeholders, particularly the Canadian Bar Association, have commented that the regime in clause 160 as drafted requires corporations to apply to court for an order, if they can't hold their annual meeting within the time period specified. They've asked that the director, as appointed under the act, do it instead.

Industry committee  To specify what is in part 6, it spells out what a debt obligation is, what sort of certificate is required to create one, what kind of record-keeping the corporation is required to do, how you transfer debt obligations from one person to another—because some of these are traded on the stock exchange.

Industry committee  At the moment, the current Uniform Securities Transfer Act project plans that eventually every province and territory will have the same set of rules. At the moment, the rules are consistent in eight of the provinces. Nova Scotia, we know, is drafting a law, but as of the last time I checked, had not yet tabled it.

Industry committee  They are not new. In fact, I don't think they have changed since the original Bill C-21.

Industry committee  November 2004 is when it was introduced.

Industry committee  The motion creates a new subclause (3.1). There are a number of requirements in the act that certain information has to be dealt with in the bylaws. For example, the manner of giving notice of member meetings must be dealt with in the bylaws. However, we have recognized that some corporations are not always good at following the rules, so we've also written in a default: if the bylaws don't deal with this particular matter, then the provision is there.

Industry committee  This again goes back to the comments of the Canadian Bar Association. Under the Canada Business Corporations Act, which was the base document for drafting this bill, the way money is given in exchange for shares is regulated. In your financial statements, there is a requirement to keep track of a stated capital account, which is the money that's received for shares, and when you're doing your assets minus liabilities and you get your result, it's related to the stated capital account.