1998/99 Legislative Session: 3rd Session, 36th Parliament
THIRD READING
The following electronic version is for informational
purposes only.
The printed version remains the official version.
Division 1 -- Court Proceedings
245 (1) For the purposes of this section, "shareholder" has the same meaning as in section 1 (1), and includes a beneficial owner of a share in a company and any other person whom the court considers to be an appropriate person to make an application under this section.
(2) A shareholder may apply to the court for an order under this section on the ground
(a) that the affairs of the company are being or have been conducted, or the powers of the directors are being or have been exercised, in a manner oppressive to one or more of the shareholders including the applicant, or
(b) that some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to the applicant or to the applicant and one or more of the shareholders.
(3) On an application under this section, the court may, with a view to remedying or bringing to an end the matters complained of and if it is satisfied that the application was brought by the shareholder in a timely manner, make any interim or final order it considers appropriate, including an order
(a) directing or prohibiting any act,
(b) to regulate the conduct of the company's affairs in future,
(c) appointing a receiver or receiver manager,
(d) directing an issue or conversion or exchange of shares,
(e) appointing directors in place of or in addition to all or any of the directors then in office,
(f) removing any director,
(g) directing a company, subject to subsections (5) and (6), to purchase some or all of the shares of a shareholder and, if required, to reduce its capital in the manner specified by the court,
(h) directing a shareholder to purchase some or all of the shares of any other shareholder,
(i) directing a company, subject to subsections (5) and (6), or any other person, to pay to a shareholder any part of the money paid by that shareholder for shares of the company,
(j) varying or setting aside a transaction to which a company is a party and directing a party to the transaction to compensate the company or any other party to the transaction,
(k) varying or setting aside a resolution,
(l) requiring a company, within a time specified by the court, to produce to the court or to an interested person, financial statements in the form required by section 217 or an accounting in any form the court may determine,
(m) directing a company, subject to subsections (5) and (6), to compensate an aggrieved person,
(n) directing rectification of the registers or other records of a company,
(o) directing that the company be liquidated and dissolved, and appointing one or more liquidators, with or without security,
(p) directing that an investigation be made under Division 3 of this Part,
(q) requiring the trial of any issue, or
(r) authorizing or directing that legal proceedings be commenced in the name of the company against any person on the terms the court directs.
(4) A company in respect of which an order is made under subsection (3) must deposit a copy of the entered order in its records office within 14 days after the date of the entry of the order in the court registry.
(5) A company must pay to a person the full amount payable under subsection (3) (g), (i) or (m) unless there are reasonable grounds for believing that the company is, or the payment would render the company, insolvent.
(6) If reasonable grounds exist for believing that payment in full of the amount referred to in subsection (5) would have the result set out in that subsection,
(a) the company is prohibited from paying the person the full amount of money to which the person is entitled,
(b) the company must pay to the person as much of the amount as is possible without causing a circumstance set out in subsection (5) to occur, and
(c) the company must pay the balance of the amount as soon as the company is able to do so without causing a circumstance set out in subsection (5) to occur.
246 (1) In this section, "complainant" means, in relation to a company referred to in subsection (2), a shareholder or any other person whom the court considers to be an appropriate person to make an application under this section.
(2) If a company or any director, officer, shareholder, employee, agent, auditor, trustee, receiver, receiver manager or liquidator of a company contravenes or is about to contravene a provision of this Act or the regulations or of the memorandum, notice of articles or articles of the company, a complainant may, in addition to any other rights that that person might have, apply to the court for an order that the person who has contravened or is about to contravene the provision comply with or be restrained from acting in breach of the provision.
(3) On an application under this section, the court may make any order it considers appropriate, including an order
(a) directing a person referred to in subsection (2) to comply with or to refrain from contravening a provision referred to in that subsection,
(b) enjoining the company from selling or otherwise disposing of property, rights and interests, or from receiving property, rights and interests, or
(c) requiring, in respect of a contract made contrary to section 33, that compensation be paid to the company or to any other party to the contract.
247 (1) In this section, "corporate mistake" means an omission, defect, error or irregularity that has occurred in the conduct of the business or affairs of a company as a result of which
(a) a breach of a provision of this Act, a former Companies Act or the regulations of any of them has occurred,
(b) there has been default in compliance with the memorandum, notice of articles or articles of the company, or
(c) proceedings at or in connection with any of the following have been rendered ineffective:
(i) a general meeting;
(ii) a class meeting;
(iii) a series meeting;
(iv) a meeting of the directors, or of a committee of directors, of the company;
(v) any assembly purporting to be a meeting referred to in subparagraph (i), (ii), (iii) or (iv);
(vi) a resolution in writing not passed at a meeting or assembly referred to in subparagraph (i), (ii), (iii), (iv) or (v).
(2) Despite any other provision of this Act, the court, either on its own motion or on the application of any interested person, may make an order to rectify or cause to be rectified, to negative or to modify or cause to be modified the consequences in law of a corporate mistake or to validate any act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the corporate mistake, and may give ancillary or consequential directions it considers necessary.
(3) The court must, before making an order under this section, consider the effect that the order might have on the company and on its directors, officers, creditors, shareholders and beneficial owners of its shares.
(4) Unless the court orders otherwise, an order made under subsection (2) does not prejudice the rights of any third party who acquired those rights
(a) for valuable consideration, and
(b) without notice of the corporate mistake cured by the order.
248 (1) In this section, "basic records" means, in relation to a company,
(a) its articles,
(b) its notice of articles or memorandum, as the case may be,
(c) the minutes of its general meetings, class meetings and series meetings,
(d) if not included in the records referred to in paragraph (c), any resolutions, including consent resolutions, passed by the shareholders or by shareholders holding shares of a class or series of shares,
(e) its register of directors maintained under section 149, and
(f) any of its securities registers maintained under section 111.
(2) If information, other than information in respect of which a court application may be made under section 152, is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, a company's basic records, the company, a shareholder of the company or any aggrieved person may apply to the court for an order that the basic records be rectified.
(3) In connection with an application under this section, the court may make any order it considers appropriate, including,
(a) an order requiring one or more of the basic records of the company to be rectified,
(b) an order restraining the company from calling or holding a meeting of shareholders or paying a dividend before the rectification,
(c) an order determining the right of a party to the application to have his or her name entered or retained in, or deleted or omitted from, basic records of the company, whether or not the issue arises between 2 or more shareholders or alleged shareholders, or between the company and any shareholders or alleged shareholders, and
(d) an order compensating a party who has incurred a loss as a result of a matter referred to in subsection (2).
249 (1) If a company or an extraprovincial company or its receiver, receiver manager or liquidator has failed to file with the registrar any record required to be filed with the registrar under this Act, any director, any person who holds a position equivalent to that of a director, any shareholder or any creditor of the company or of the extraprovincial company may serve the person required to make the filing with notice requiring that person to file the record with the registrar.
(2) If the person required to file a record with the registrar under subsection (1) fails to file the record with the registrar within 14 days after receipt of the notice referred to in subsection (1), the court may, on application by any director, shareholder or creditor,
(a) order the person to file the record with the registrar within the time the court directs, and
(b) direct that the costs of and incidental to the application be paid by the company or extraprovincial company, by any director or officer of the company or extraprovincial company, or by any other person the court considers appropriate.
(3) Neither the making of an order by the court under this section nor compliance with such an order relieves a person from any other liability.
250 (1) In this section and section 251,
"complainant" means, in relation to a company, a shareholder or director of the company;
"shareholder" includes a beneficial owner of a share of the company and any other person whom the court considers to be an appropriate person.
(2) A complainant may, with leave of the court, prosecute a legal proceeding in the name and on behalf of a company
(a) to enforce a right, duty or obligation owed to the company that could be enforced by the company itself, or
(b) to obtain damages for any breach of a right, duty or obligation referred to in paragraph (a).
(3) Subsection (2) applies whether the right, duty or obligation arises under this Act or otherwise.
(4) With leave of the court, a complainant may, in the name and on behalf of a company, defend a legal proceeding brought against the company.
251 (1) The court may grant leave under section 250 (2) or (4), on terms it considers appropriate, if
(a) the complainant has made reasonable efforts to cause the directors of the company to commence or diligently prosecute or defend the legal proceeding,
(b) notice of the application for leave has been given to the company and to any other person the court may order,
(c) the complainant is acting in good faith, and
(d) it appears to the court that it is in the best interests of the company for the legal proceeding to be brought or defended.
(2) Nothing in this section prevents a court from making an order that the complainant give security for costs.
(3) While a legal proceeding prosecuted or defended under this section is pending, the court may,
(a) on application of the complainant, authorize any person to control the conduct of the legal proceeding or give any other directions for the conduct of the legal proceeding, and
(b) on the application of the person controlling the conduct of the legal proceeding, order, on the terms and conditions that the court considers appropriate, that the company pay to the person controlling the conduct of the legal proceeding interim costs in the amount and for the matters, including legal fees and disbursements, that the court considers appropriate.
(4) The court may, on the final disposition of a legal proceeding prosecuted or defended under this section, order that a person to whom costs are paid under subsection (3) (b) repay to the company some or all of those costs.
(5) On the final disposition of a legal proceeding prosecuted or defended under this section, the court may make any order it considers appropriate, including an order that
(a) the company or any other party to the legal proceeding indemnify
(i) the complainant, for the costs incurred by the complainant in prosecuting or defending the legal proceeding, or
(ii) the person controlling the conduct of the legal proceeding, for the costs incurred by the person in controlling the conduct of the legal proceeding, or
(b) the complainant or the person controlling the conduct of the legal proceeding indemnify one or more of the company, a director of the company and an officer of the company for expenses, including legal costs, that they incurred as a result of the legal proceeding.
(6) No legal proceeding prosecuted or defended under this section may be discontinued, settled or dismissed without the approval of the court.
(7) No application made or legal proceeding prosecuted or defended under section 250 or this section may be stayed or dismissed merely because it is shown that an alleged breach of a right, duty or obligation owed to the company has been or might be approved by the shareholders of the company but evidence of that approval or possible approval may be taken into account by the court in making an order under this section.
252 If, in a legal proceeding against a director, officer, receiver, receiver manager or liquidator of a company, the court finds that that person is or may be liable in respect of negligence, default, breach of duty or breach of trust, the court must take into consideration all of the circumstances of the case, including those circumstances connected with the person's election or appointment, and may relieve the person, either wholly or partly, from liability, on the terms the court considers necessary, if it appears to the court that, despite the finding of liability, the person has acted honestly and reasonably and ought fairly to be excused.
253 (1) Subject to subsection (2), an application to the court under this Act may be brought without notice unless notice is specifically required under subsection (2) or otherwise under this Act.
(2) The court may direct that notice of any application under this Act be served on those persons the court requires.
254 If a corporation is the plaintiff in a legal proceeding brought before the court, and if it appears that the corporation will be unable to pay the costs of the defendant if the defendant is successful in the defence, the court may require security to be given by the corporation for those costs, and may stay all legal proceedings until the security is given.
255 Nothing in this Act confers on the court power to revoke any certificate issued by the registrar under this Act or any former Companies Act.
Division 2 -- Dissent Proceedings
256 (1) In this Division:
"dissenter" means a person who, being entitled to do so, gives written notice of dissent when and as required by section 262;
"dissenter's shares" means all of the shares in respect of which a dissenter must dissent under section 257 (2), and "dissenters' shares" has a corresponding meaning in relation to the dissenters to whom it refers;
"payout value" means
(a) the fair value of a dissenter's shares immediately before the date of the resolution authorizing or effecting the corporate action in respect of which the dissenter dissented, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable, or
(b) in the case of a dissent under section 305 (2) (c), the fair value of a dissenter's shares immediately before the passing of the resolution adopting the arrangement, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(2) Unless the court orders otherwise, this Division applies to any right of dissent exercisable by a shareholder under
(a) this Act,
(b) a directors' or shareholders' resolution, or
(c) a court order.
257 (1) A shareholder of a company is entitled to dissent as follows:
(a) under section 65 (2), in respect of a resolution to authorize an alteration to the articles to relieve the company's directors from the obligation imposed on them by section 65 (1);
(b) under section 278, in respect of a resolution that would have the effect of altering restrictions on the powers of the company or on the business it is permitted to carry on;
(c) under section 290, in respect of a resolution to adopt an amalgamation agreement;
(d) under section 301, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;
(e) in accordance with any court order made under section 305 (2) (c) permitting dissent;
(f) under section 314 (5), in respect of a resolution to sell, lease or otherwise dispose of all or substantially all of the company's undertaking;
(g) under section 320 (2), in respect of a resolution to continue the company into a jurisdiction other than British Columbia;
(h) in respect of any other resolution, if dissent is authorized by the resolution, or in accordance with any other court order permitting dissent.
(2) A shareholder who wishes to exercise a right of dissent must dissent in respect of
(a) all of the shares of the company beneficially owned by the shareholder, whether or not recorded in the shareholder's name, and
(b) subject to subsection (3), all of the shares recorded in the shareholder's name.
(3) A shareholder who is recorded as the owner of shares that are beneficially owned by one or more other persons may dissent with respect to fewer than all of the shares recorded in that shareholder's name if
(a) the shareholder dissents with respect to all of the shares beneficially owned by each beneficial owner on whose behalf dissent is made,
(b) the shareholder notifies the company, in writing, of the name and address of each beneficial owner on whose behalf the shareholder is dissenting, and
(c) the shareholder provides to the company a written statement, signed by the beneficial owner on whose behalf the shareholder is dissenting, that
(i) the shares with respect to which the shareholder is dissenting constitute all of the shares of the company that are owned, directly or indirectly, by the beneficial owner, or
(ii) the dissent is being exercised with respect to all of the shares of the company that are owned, directly or indirectly, by the beneficial owner and setting out the name of each shareholder in whose name any of those shares is recorded, and the number, and the class and series, if applicable, of those shares that are recorded in the name of each of those shareholders.
258 (1) The right of a shareholder to dissent terminates and this Division ceases to apply on the occurrence of any of the following events:
(a) the corporate action in respect of which the shareholder dissented is abandoned or the resolution authorizing the corporate action is revoked;
(b) the amalgamation agreement, in respect of which a notice of dissent was given under section 290, is not adopted by one or more of the amalgamating companies referred to in the agreement with the result that the agreement is terminated;
(c) a court of competent jurisdiction permanently enjoins or sets aside the corporate action in respect of which the shareholder dissented;
(d) the shareholder consents to, or votes in favour of, the resolution to which he or she is dissenting, unless the vote is given solely as a proxy holder for a person whose proxy required an affirmative vote;
(e) the notice of dissent given to the company under section 262 is withdrawn
(i) with the written consent of the company, or
(ii) under section 265 (4) (b);
(f) the shareholder, after giving notice of dissent, acts inconsistently with that dissent;
(g) the court determines that the shareholder is not entitled to dissent under this Division.
(2) Despite subsection (1) (e) (i) and (f), a dissenter who makes a request to withdraw a notice of dissent retains the right to dissent under this Division unless that request is accepted by the company or is made under section 265 (4) (b).
259 (1) If a resolution that might give rise to the filing of a notice of dissent is to be considered at a general meeting, a class meeting or a series meeting, the company must send to each of its shareholders
(a) a copy of the proposed resolution, and
(b) a notice of the meeting that specifies the date of the meeting, and contains a statement, in the prescribed form, advising shareholders of their right to give and the consequences of giving a notice of dissent.
(2) Notice under subsection (1) (b) must be sent to the shareholders at least 21 days before the date of the proposed meeting.
(3) Nothing in this section gives a shareholder a right to attend a meeting the shareholder would not otherwise be entitled to attend or to vote on a resolution on which the shareholder would not otherwise be entitled to vote.
260 (1) If a resolution that might give rise to the filing of a notice of dissent is to be passed as a consent resolution of the shareholders, the company may send to each of its shareholders
(a) a copy of the proposed resolution, and
(b) a notice that specifies the date on which the resolution is to be passed, and contains a statement, in the prescribed form, advising shareholders of their right to give and the consequences of giving a notice of dissent.
(2) Notice under subsection (1) (b) must be sent to the shareholders at least 21 days before the date on which the resolution is to be passed.
(3) Nothing in this section gives a shareholder a right to vote on a resolution on which the shareholder would not otherwise be entitled to vote.
(4) If a resolution that might give rise to the filing of a notice of dissent is passed as a consent resolution of the shareholders without notice of that resolution having been given in accordance with subsections (1) to (3), or is passed as a directors' resolution, the company must, within 14 days after the date on which the resolution was passed, send to each shareholder of the company who did not consent to the resolution
(a) a copy of the resolution, and
(b) a statement, in the prescribed form, advising shareholders of their right to give and the consequences of giving a notice of dissent.
261 If a court order provides for a right of dissent that may be exercised by one or more shareholders, the company must, within 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent and who has not received a notice under section 259 or 260 respecting the matter in respect of which a notice of dissent may be given
(a) a copy of the entered order, and
(b) a statement, in the prescribed form, advising shareholders of their right to give and the consequences of giving a notice of dissent.
262 (1) Any shareholder may give a notice of dissent to the company in respect of a resolution referred to in section 259 or 260 or a court order referred to in section 261, whether or not that shareholder's shares carry the right to vote.
(2) A shareholder who is entitled to exercise dissent rights in respect of a resolution or court order may do so by giving to the company written notice of dissent in respect of the resolution or order,
(a) if the right to dissent is created by a resolution referred to in section 257 (1) (h) or by a court order, on or before the date specified by the resolution or order, as the case may be,
(b) if the resolution referred to in paragraph (a) does not specify a date for the giving of notice of dissent or, if dissent is given in respect of a resolution referred to in section 257 (1) (a), (b), (c), (d), (f) or (g), at least 2 days before the date of the meeting at which the resolution, in respect of which the dissent is exercised, is to be passed or, in the case of a consent resolution referred to in section 260 (1), at least 2 days before the date on which the resolution is to be passed,
(c) if the resolution is one referred to in section 260 (4), within 20 days after receiving the records referred to in section 260 (4) (a) and (b),
(d) if the right to dissent arises out of a court order and the court order does not specify a date for the giving of notice of dissent, within 20 days after receiving the records referred to in section 261,
(e) if the shareholder does not receive the records required under section 259 or 260, as the case may be, within 20 days after he or she learns that the resolution has been adopted or consented to, or
(f) if the shareholder does not receive the records required under section 261, within 20 days after he or she learns that he or she is entitled to dissent.
(3) Within 30 days after sending a notice of dissent, the dissenter must send to the company or its transfer agent the certificates issued by the company representing the dissenter's shares and, after sending those certificates as required by this subsection, the dissenter is, subject to section 266, deemed to have sold the dissenter's shares to the company and the company is deemed to have purchased those shares.
(4) Despite section 74, if the dissenter complies with subsection (3) of this section, the company must make the purchase contemplated by subsection (3) whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.
(5) Unless the court orders otherwise, if a dissenter fails to comply with subsection (3), the right of the dissenter to dissent terminates and this Division ceases to apply.
(6) A dissenter who has given a notice of dissent in accordance with subsection (2)
(a) may not vote, or exercise or assert any rights of a shareholder, in respect of the dissenter's shares, other than under this Division, and
(b) may, until the dissenter is paid in full for the dissenter's shares or until this Division ceases to apply, exercise and assert all the rights of a creditor of the company.
263 A company that has authorized or effected a corporate action by a resolution or under a court order in respect of which dissent was made must promptly send to each dissenter
(a) a written offer by which the company offers to pay to the dissenter the amount estimated by the company to be the payout value of the dissenter's shares, and
(b) a written explanation, in sufficient detail to permit the shareholder to form a reasoned judgment concerning the matter, as to how the company estimated the payout value of the dissenter's shares.
264 (1) If a dissenter to whom an offer is made under section 263 accepts the offer, the company must, unless it is prohibited from doing so under section 265, pay the offered amount to the dissenter promptly after its receipt of the dissenter's acceptance of the offer.
(2) Within 50 days after the action approved by the resolution is effective or within such further period as the court may allow, a company may apply to the court to set the payout value of the dissenters' shares if
(a) the company fails to make an offer under section 263, or
(b) a dissenter fails to accept an offer made under that section.
(3) If subsection (2) (a) or (b) applies and the company fails to apply to the court under that subsection, the dissenter may apply to the court to set the payout value of the dissenters' shares.
(4) On an application under this section, the court may make any order it considers appropriate and may, without limitation,
(a) order that the payout value of the dissenter's shares be established by arbitration,
(b) grant judgment to a dissenter for the payout value of the dissenter's shares, as determined by the court or by an arbitration ordered under paragraph (a), as the case may be, plus any interest the court considers appropriate, and
(c) join in the application any other dissenter who has not accepted an offer under section 263 and any other person the court considers appropriate.
(5) Subject to section 265, if the court or an arbitrator determines the amount that is to be paid by the company to a dissenter, the company must promptly pay that amount to the dissenter.
265 (1) A company must pay to each dissenter the amount of money to which the dissenter is entitled under section 264 unless there are reasonable grounds for believing that
(a) the company is insolvent, or
(b) making the payments due to all dissenters who, at the time that the payment is due, have complied with this Division, in respect of the same resolution or court order, would render the company insolvent.
(2) If reasonable grounds exist for believing that payment in full of the aggregate amount of money referred to in subsection (1) would have the result set out in that subsection,
(a) the company is prohibited from paying the dissenters the full amount of money to which they are entitled,
(b) the company must pay to each dissenter to whom payment is required under this Division as much of the money that is payable to that dissenter as is possible without causing a circumstance set out in subsection (1) of this section to occur and that payment must be made rateably among all of those dissenters, and
(c) the company remains obligated to pay the balance of the required payments and must, as soon as the company is able to do so without causing a circumstance set out in subsection (1) to occur, pay the balance along with interest on the amount of that balance calculated
(i) from the date on which the company becomes obligated to pay that balance until the date on which the balance is paid, and
(ii) at the rate of interest that is used to calculate prejudgment interest under the Court Order Interest Act.
(3) Within 10 days after determining that subsection (2) applies, the company must
(a) notify each dissenter that the company is unable lawfully to pay dissenters the whole amount payable for the dissenters' shares, and
(b) inform each dissenter of the rights of dissenters under this section.
(4) If subsection (2) applies,
(a) unless the notice of dissent is withdrawn under paragraph (b) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders, or
(b) the dissenter may, by written notice delivered to the company within 30 days after receiving a notice under subsection (3), withdraw the notice of dissent, and, if the dissenter withdraws the notice of dissent under this paragraph, the company is deemed to consent to the withdrawal.
266 The company must return to a shareholder each of the share certificates, if any, sent under section 262 (3) or, if those share certificates are unavailable, replacements for those share certificates, and the shareholder regains the ability to exercise all of the rights and special rights or restrictions that were attached to the shares represented by those share certificates if
(a) this Division ceases to apply to the shareholder under section 258 or under section 262 (5), or
(b) the shareholder withdraws the notice of dissent under section 265 (4) (b).
267 (1) Subject to subsection (3), on an application brought by one or more shareholders who, in the aggregate, hold at least 1/5 of the issued shares of a company, the court may
(a) appoint an inspector to conduct an investigation of the company, and
(b) determine the manner and extent of the investigation.
(2) An inspector appointed under this section has the powers set out in section 270 and any additional powers provided by the order by which the inspector is appointed.
(3) The court may make an order under subsections (1) and (2) if it appears to the court that there are reasonable grounds for believing that
(a) the business or affairs of the company are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to one or more of the applicants or any other person,
(b) the business of the company is or has been carried on with intent to defraud any person,
(c) the company was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose, or
(d) persons concerned with the formation, business or affairs of the company have, in connection with it, acted fraudulently or dishonestly.
268 (1) The applicant for an order under section 267 must provide notice of the application to the company.
(2) If the court appoints an inspector under section 267, the inspector must promptly send to the company a copy of the entered order of appointment.
(3) The company must deposit in its records office the copy of the entered order referred to in subsection (2) promptly after its receipt.
(4) The court may, before appointing an inspector under section 267, require the applicants to give security for the payment of the costs and expenses of the investigation and may, at any time,
(a) set the amount of the costs and expenses, and
(b) order by whom and in what proportion those costs and expenses are to be paid.
269 A company may, by a special resolution, appoint an inspector to investigate the affairs and management of the company, and to report in the manner and to the persons the resolution directs.
270 (1) A person who is or was a director, receiver, receiver manager, officer, employee, banker, auditor or agent of the company or any of its affiliates must, on request of an inspector appointed under this Division,
(a) produce, for the examination of the inspector, each accounting record and each other record relating to the company or any of its affiliates that is in the custody or control of that person, and
(b) give to the inspector every assistance in connection with the investigation that that person is reasonably able to give.
(2) The inspector may examine, on oath, any person who is or was a director, receiver, receiver manager, officer, employee, banker, auditor or agent of the company or any of its affiliates in relation to the affairs, management, accounts and records of or relating to the company being investigated, and may administer the oath.
(3) A person giving evidence in an investigation under this Division may be represented by a lawyer.
271 An oral or written statement or report made by an inspector or any other person in an investigation under this Division has qualified privilege.
272 (1) An inspector appointed under section 267 must, on the conclusion of the investigation, make a report to the court and send a copy of that report to
(a) the company,
(b) the executive director if
(i) the inspector was appointed before the coming into force of this Act and the company was, at the date of the appointment, a reporting company within the meaning of the Companies Act, 1973,
(ii) the inspector was appointed after the coming into force of this Act and the company was a reporting company within the meaning of the Companies Act, 1973 on the earlier of
(A) the third anniversary of the coming into force of this Act, and
(B) the date of the appointment, or
(iii) the company is a reporting issuer, and
(c) any other person the court orders.
(2) An inspector appointed under section 269 must, on the conclusion of the investigation, report to the company in the manner directed by the resolution under which the inspector was appointed.
(3) A company that receives a report under this section must deposit the report at its records office promptly after receipt.
273 An inspector appointed under this Division must not require a lawyer to disclose any privileged communication made to the lawyer in that capacity, except as to the name and address of his or her clients.
274 A copy of the report of an inspector appointed under section 267 or 269, signed by the inspector, is admissible in any legal proceeding as evidence of the opinion of the inspector.
[ . . . PREVIOUS PART | BILL CONTENTS
| NEXT PART . . . ]
[ Return to: Legislative Assembly Home Page ]
Copyright © 1999: Queen's Printer, Victoria, British Columbia, Canada