1. The following definitions apply in these Regulations.

“Act”

“Act” means the Canada Business Corporations Act. (Loi)

“end of the taxation year”

“end of the taxation year”[Repealed, SOR/2010-128, s. 1]

“NI 51-102”

“NI 51-102” means National Instrument 51-102 of the Canadian Securities Administrators, entitled Continuous Disclosure Obligations, and known in French as Règlement 51-102 sur les obligations d’information continue, published in both official languages on December 19, 2003, as amended from time to time. (Règlement 51-102)

• 2. (1) For the purpose of the definition “distributing corporation” in subsection 2(1) of the Act and subject to subsection (2), “distributing corporation” means

  • (a) a corporation that is a “reporting issuer” under any legislation that is set out in column 2 of an item of Schedule 1; or

  • (b) in the case of a corporation that is not a “reporting issuer” referred to in paragraph (a), a corporation

    • (i) that has filed a prospectus or registration statement under provincial legislation or under the laws of a jurisdiction outside Canada,

    • (ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

    • (iii) that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation to which subparagraph (i) or (ii) applies.

• (2) A corporation that is subject to an exemption under provincial securities legislation, or to an order of the relevant provincial securities regulator that provides that the corporation is not a “reporting issuer” for the purposes of the applicable legislation, is not a “distributing corporation” for the purpose of the definition of that expression in subsection (1).

• 3. (1) For the purpose of the definition “going-private transaction” in subsection 2(1) of the Act, “going-private transaction” means an amalgamation, arrangement, consolidation or other transaction involving a distributing corporation, other than an acquisition of shares under section 206 of the Act, that results in the interest of a holder of participating securities of the corporation being terminated without the consent of the holder and without the substitution of an interest of equivalent value in participating securities of the corporation or of a body corporate that succeeds to the business of the corporation, which participating securities have rights and privileges that are equal to or greater than the affected participating securities.

• (2) For the purpose of subsection (1), “participating securities” means securities of a body corporate that give the holder of the securities a right to share in the earnings of the body corporate and after the liquidation, dissolution or winding up of the body corporate, a right to share in its assets.