An Act to amend the Canada Business Corporations Act and the Canada Cooperatives Act and to amend other Acts in consequence

How it changed on the way

72% of the text as introduced was changed or removed by the time it became law (79,515 words introduced, 50,505 passed).

substantial changeintent mostly kept

The bill kept its core amendments to the Canada Business Corporations Act but expanded the stated purpose for the Cooperatives Act changes and added a repeal of the “associate” definition in other Acts. Minor wording and section completions were also made before royal assent on 14 June 2001.

• Purpose statement for Cooperatives Act amendments was expanded.

  Before: “It also amends the Canada Cooperatives Act in order to harmonize its provisions with the amendments mentioned above and makes consequential amendments to other Acts.”

  After: “It also amends the Canada Cooperatives Act in order to generally harmonize its provisions with the amendments mentioned above, repeals the definition of "associate" in certain Acts and makes consequential amendments to other Acts.”

• Notice of change of address requirement was completed with a 15-day deadline.

  Before: “A corporation shall send to th”

  After: “A corporation shall send to the Director, within fifteen days of any change of address of its registered office, a notice in the form that the Director”

How precisely it is written

mixedChallenging the law: HardDisputing a charge: Moderate

The bill mixes exact numerical thresholds, closed lists of officers and liabilities, and defined terms with repeated cross-references to regulations and open reasonableness standards. This leaves core concepts such as distributing corporation and going-private transaction unsettled until regulations are made and invites argument over what conduct meets the various reasonable-belief or reasonably-expected tests.

Open to argument

• “might reasonably be expected to affect materially the value”

  Subjective standard that requires factual argument over what a hypothetical person would expect.

• “exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circum”

  Classic open-ended negligence test that depends on judicial or regulatory views of comparable facts.

Clear-cut

• “at least twenty-five per cent of the directors present are resident Canadians”

  Fixed percentage supplies an objective, immediately verifiable test.

• “liable on summary conviction to a fine not exceeding the greater of one million dollars and three times the profit made, or to imprisonment for a term not exceeding six months or to both”

  Concrete maximum penalties and formula remove discretion over quantum.

• “all debts not exceeding six months wages”

  Clear monetary and temporal limit on director liability to employees.

Discretion. Extensive power is delegated to the Governor in Council to define distributing corporation, going-private transaction and the manner of electronic participation, and to the directors or by-laws to decide when records may be kept abroad or meetings held electronically.

Challenging the law itself. Corporate-law provisions rarely engage Charter rights directly and the vagueness doctrine would face the many concrete liability rules and defined terms that remain.

Disputing a charge under it. Accused parties can readily dispute whether a belief was reasonable or information was generally disclosed, but the fixed dollar caps, percentages and closed lists of prohibited acts limit the scope of such disputes.

Read by a language model from the royal assent text; every quoted phrase appears in the bill. A reading of the drafting, not legal advice.