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

Marginal note:Powers of court

• 230 (1) In connection with an investigation under this Part, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

  • (a) an order to investigate;

  • (b) an order appointing an inspector, who may be the Director, fixing the remuneration of an inspector, and replacing an inspector;

  • (c) an order determining the notice to be given to any interested person, or dispensing with notice to any person;

  • (d) an order authorizing an inspector to enter any premises in which the court is satisfied there might be relevant information, and to examine any thing and make copies of any document or record found on the premises;

  • (e) an order requiring any person to produce documents or records to the inspector;

  • (f) an order authorizing an inspector to conduct a hearing, administer oaths, and examine any person on oath, and prescribing rules for the conduct of the hearing;

  • (g) an order requiring any person to attend a hearing conducted by an inspector and to give evidence on oath;

  • (h) an order giving directions to an inspector or any interested person on any matter arising in the investigation;

  • (i) an order requiring an inspector to make an interim or final report to the court;

  • (j) an order determining whether a report of an inspector should be published and, if so, ordering the Director to publish the report in whole or in part or to send copies to any person the court designates;

  • (k) an order requiring an inspector to discontinue an investigation; and

  • (l) an order requiring the corporation to pay the costs of the investigation.

• Marginal note:Copy of report

  (2) An inspector shall send to the Director a copy of every report made by the inspector under this Part.

Marginal note:Power of inspector

• 231 (1) An inspector under this Part has the powers set out in the order appointing him.

• Marginal note:Exchange of information

  (2) In addition to the powers set out in the order appointing him, an inspector appointed to investigate a corporation may furnish to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 229(2).

• Marginal note:Court order

  (3) An inspector shall on request produce to an interested person a copy of any order made under subsection 230(1).

Marginal note:Hearing in camera

• 232 (1) Any interested person may apply to the court for an order that a hearing conducted by an inspector under this Part be heard in camera and for directions on any matter arising in the investigation.

• Marginal note:Right to counsel

  (2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.

Marginal note:Criminating statements

233 No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to criminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding thereafter instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of the Criminal Code in respect of the evidence.

Marginal note:Absolute privilege (defamation)

234 Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.

Marginal note:Information respecting ownership and control

• 235 (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest or right in the security or acts or has acted on behalf of a person with such an interest or right to report to him or her or to any person the Director designates

  • (a) information that the person has or can reasonably be expected to obtain as to present and past interests or rights in the security; and

  • (b) the names and addresses of the persons with such an interest or right and of any person who acts or has acted in relation to the security on their behalf.

• Marginal note:Presumption

  (2) For the purposes of subsection (1), a person is deemed to have an interest or right in a security if

  • (a) the person has a right to vote or to acquire or dispose of the security or any interest or right in it;

  • (b) the person’s consent is necessary for the exercise of the rights or privileges of any other person with an interest or right in the security; or

  • (c) any other person with an interest or right in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person’s instructions.

• Marginal note:Publication

  (3) The Director shall publish in a publication generally available to the public the particulars of information obtained by the Director under this section, if the particulars

  • (a) are required to be disclosed by this Act or the regulations; and

  • (b) have not previously been so disclosed.

• Marginal note:Offence

  (4) A person who fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.

• Marginal note:Officers, etc., of bodies corporate

  (5) Where a body corporate commits an offence under subsection (4), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.

Marginal note:Solicitor-client privilege or professional secrecy

236 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

Marginal note:Inquiries

• 237 (1) The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information.

• Marginal note:Response

  (2) A person shall respond to any inquiry made under subsection (1).

PART XIX.1Apportioning Award of Damages

Interpretation and Application

Marginal note:Definitions

237.1 The definitions in this section apply in this Part.

financial interest

financial interest, with respect to a corporation, includes

• (a) a security;

• (b) a title to or an interest in capital, assets, property, profits, earnings or royalties;

• (c) an option or other interest in, or a subscription to, a security;

• (d) an agreement under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets;

• (e) an agreement providing that money received will be repaid or treated as a subscription for shares, units or interests at the option of any person or the corporation;

• (f) a profit-sharing agreement or certificate;

• (g) a lease, claim or royalty in oil, natural gas or mining, or an interest in the lease, claim or royalty;

• (h) an income or annuity contract that is not issued by an insurance company governed by an Act of Parliament or a law of a province;

• (i) an investment contract; and

• (j) anything that is prescribed to be a financial interest. (intérêt financier)

financial loss

financial loss means a financial loss arising out of an error, omission or misstatement in financial information concerning a corporation that is required under this Act or the regulations. (perte financière)

third party

third party includes any subsequent party that is joined in proceedings before a court. (Version anglaise seulement)

Marginal note:Application of Part

• 237.2 (1) This Part applies to the apportionment of damages awarded to a plaintiff for financial loss after a court has found more than one defendant or third party responsible for the financial loss.

• Marginal note:Non-application of Part

  (2) This Part does not apply to an award of damages to any of the following plaintiffs:

  • (a) Her Majesty in right of Canada or of a province;

  • (b) an agent of Her Majesty in right of Canada or of a province or a federal or provincial Crown corporation or government agency, unless a substantial part of its activities involves trading, including making investments in, securities or other financial instruments;

  • (c) a charitable organization, private foundation or public foundation within the meaning of subsection 149.1(1) of the Income Tax Act; or

  • (d) an unsecured creditor in respect of goods or services that the creditor provided to a corporation.

Apportionment of Damages

Marginal note:Degree of responsibility

• 237.3 (1) Subject to this section and sections 237.4 to 237.6, every defendant or third party who has been found responsible for a financial loss is liable to the plaintiff only for the portion of the damages that corresponds to their degree of responsibility for the loss.

• Marginal note:Uncollectable amounts

  (2) If any part of the damages awarded against a responsible defendant or third party is uncollectable, the court may, on the application of the plaintiff, reallocate that amount to the other responsible defendants or third parties, if the application is made within one year after the date that the judgment was made enforceable.

• Marginal note:Reallocation

  (3) The amount that may be reallocated to each of the other responsible defendants or third parties under subsection (2) is calculated by multiplying the uncollectable amount by the percentage that corresponds to the degree of responsibility of that defendant or third party for the total financial loss.

• Marginal note:Maximum amount

  (4) The maximum amount determined under subsection (3), in respect of any responsible defendant or third party, may not be more than fifty per cent of the amount originally awarded against that responsible defendant or third party.