Thursday, November 11, 2010

QBCA - Items of interest in banking and corporate finance

I am giving a conference on the impact of the new Quebec Business Corporations Act and Legal Publicity of Entreprises Act for banking law and corporate finance. These Acts will come into force on February 14, 2011, so it's time for everyone doing business in the Province of Quebec to get ready.

I will cover the following items:

Governance

The directors have the power to borrow money by way of a simple resolution. Borrowing by-laws are no longer necessary.

The board can delegate its powers to a committee.

By-laws have a new Frech terminology.

Definitions of securities, books and financial statements.

Directors

Only one financial test (the solvency test) remains; the accounting test have been removed.

No restrictions on the financial assistance of a sharehoders.

Shareholders

Access to uninimous shareholders agreement granted to creditors.

No board of directors necessary in certain circumstances.

Shares can be issued without a certificate.

Transfer of shares.

Recourses

Creditors do not have access to the new "oppression remdedy".

Maxime Cloutier is a partner at Fraser Milner Casgrain LLP. His practice is mostly transactional, with an emphasis on mergers and acquisitions. He has developped a particular expertise on cross border transactions in which he has represented foreing purchasers (strategic and financial) in connection with Canadian acquisitions as well as Canadian corporations targeted by such acquisitions. He has also developped an expextise in the transfer of Quebec based familly-owned businesses.

To reach me:
www.fmc-law.com/maximecloutier

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