Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2014-12-08 and last amended on 2011-11-29. Previous Versions

Marginal note:Application to determine value

 The plaintiff may, by application made at any time before or during the course of the proceedings, request the court to determine the value of the plaintiff’s financial interest for the purpose of subsection 237.5(1).

  • 2001, c. 14, s. 115.

PART XXREMEDIES, OFFENCES AND PUNISHMENT

Marginal note:Definitions

 In this Part,

“action”

« action »

“action” means an action under this Act;

“complainant”

« plaignant »

“complainant” means

  • (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of a corporation or any of its affiliates,

  • (b) a director or an officer or a former director or officer of a corporation or any of its affiliates,

  • (c) the Director, or

  • (d) any other person who, in the discretion of a court, is a proper person to make an application under this Part.

  • 1974-75-76, c. 33, s. 231;
  • 1978-79, c. 9, s. 1(F).
Marginal note:Commencing derivative action
  •  (1) Subject to subsection (2), a complainant may apply to a court for leave to bring an action in the name and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which any such body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the body corporate.

  • Marginal note:Conditions precedent

    (2) No action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied that

    • (a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) not less than fourteen days before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring, diligently prosecute or defend or discontinue the action;

    • (b) the complainant is acting in good faith; and

    • (c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

  • R.S., 1985, c. C-44, s. 239;
  • 2001, c. 14, s. 116.
Marginal note:Powers of court

 In connection with an action brought or intervened in under section 239, the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,

  • (a) an order authorizing the complainant or any other person to control the conduct of the action;

  • (b) an order giving directions for the conduct of the action;

  • (c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former and present security holders of the corporation or its subsidiary instead of to the corporation or its subsidiary; and

  • (d) an order requiring the corporation or its subsidiary to pay reasonable legal fees incurred by the complainant in connection with the action.

  • 1974-75-76, c. 33, s. 233;
  • 1978-79, c. 9, s. 1(F).