Publications by Subject Heading: Corporate and Commercial Law

Uniform Reviewable Transactions Act Sep 2012

Loi_uniforme_Transactions_Revisables (Sept, 2012)

This Act is intended to provide a comprehensive approach to the debtor/creditor relationship. Uniform legislation is needed to incorporate the piecemeal reforms from the last 100 years and to improve on the often inconsistent approach to creditors’ rights. The proposed Act clarifies transactions at undervalue, relief for unsecured creditors, creditor hierarchies, securities, and the creditor sharing principle.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law: Part I Transactions at Undervalue Supplementary Report Aug 2011

 

A joint project with the Uniform Law Conference of Canada on reform of fraudulent conveyances and fraudulent preferences law. This report is in response to suggestions by delegates at the 2010 Uniform Law Conference of Canada to Part 1 of the project addressing transactions at undervalue and fraudulent transactions. It incorporates clarifications and changes regarding recommendations in the original report on exempt properties, limitation periods, risk for bona fide purchasers, and remedies for creditors.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law: Part II Preferential Payments Final Report Aug 2011

Topics covered in this report include title and structure of the proposed Act, the scope of new preferential payments law, provincial harmonization with the federal Bankruptcy and Insolvency Act, the integration of preferences law with other law on transactions, remedies for creditors, the exemption of arm’s length payments from challenges, and limitation periods.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law: Report on Quebec Law Aug 2010

Under Quebec’s Code Civil, transactions at undervalue and preferential transfers are subject to the same rules, and outcomes have been found to be predictable and consistent. This paper is meant to provide an overview of this part of Quebec law, and no recommendations are made.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law: Part I Transactions at Undervalue and Fraudulent Transactions Final Report Aug 2010

This paper is part one of a two-part report on fraudulent conveyances and fraudulent preferences. The entire report outlines draft legislation that, if adopted in each province and territory, would provide uniform laws across Canada.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law (Transactions at Undervalue and Preferential Transfers) Progress Report Aug 2009

This report provides an update on The Uniform Law Conference of Canada’s project on reform of fraudulent conveyance and fraudulent preference laws. The aim of the project is to create draft legislation for each province/territory to adopt.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law: Part II Preferential Transfers Aug 2008

The Uniform Law Conference of Canada (Civil Law section) outlines its work on fraudulent preferences and the effort to create uniform draft legislation for the provinces to adopt. This report includes summaries of existing provincial and federal legislation, and review of the policy considerations and issues still to be determined.

Reform of Fraudulent Conveyances and Fraudulent Preferences Law: Part I Transactions at Undervalue Sep 2007

The Uniform Law Conference of Canada (Civil Law section) outlines its work on fraudulent preferences and the effort to create uniform draft legislation for the provinces to adopt. This Report includes summaries of existing provincial and federal legislation, and review of the policy considerations and issues still to be determined.

Corporate Fiduciary Services: Consultation Paper Sep 2007

At present, only trust companies are permitted to act as corporate trustees, executors, and administrators in Canada. However, trust companies have increasingly become multi-purpose financial institutions.  The trust and fiduciary part of their business has diminished in importance. At the same time, because of our aging population, more  people require assistance to manage the wealth they have accumulated over a lifetime, and may require a variety of fiduciary services. In other jurisdictions, including the United States, Britain, and other  Commonwealth countries, trust and fiduciary services are more widely available, and more varied in content. This consultation paper examines the law governing corporate trustees and fiduciaries in Saskatchewan, and asks whether the monopoly on trustee services currently possessed by  trust companies is still necessary. This project is part of the Commission’s focus on legal issues affecting the elderly.

Liability of Directors and Officers of Non-Profit Organizations: Final Report Feb 2003

This Report, issued in March 2003, completes the Commission’s project on the personal liability of board members  in the not-for-profit sector.  A consultation paper issued in July 2001 was the basis for  consultations with the sector, the bar, and regulators. The report proposed significant limitation on the personal liability of directors and officers of volunteer organizations, which have not been adopted in substance in The Non-Profit Corporations Act.

Liability of Board Members in the Not-For-Profit Sector: Consultation Paper Jan 2001

A sector governed by volunteers needs protection, both for the volunteers and for the public. Safeguarding the public is paramount, but personal liability should not deter volunteers from seeking board membership in non-profit organizations. Recommendations include restricting personal liability, immunity for directors and officers, and reasonable restriction of that immunity to avoid gross misuse.