Canada Business Corporations Regulations, 2001

68 (1) For the purpose of subparagraph (b)(vii) of the definition solicit or solicitation in section 147 of the Act, the prescribed circumstances are circumstances in which the communication is made to shareholders

• (a) by one or more shareholders and concerns the business and affairs of a corporation — including its management or proposals contained in a management proxy circular — and no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf;

• (b) by one or more shareholders and concerns the organization of a dissident’s proxy solicitation, and no form of proxy is sent to those shareholders by the shareholder or shareholders making the communication or by a person acting on their behalf;

• (c) as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business and concerns proxy voting advice if

  • (i) the person discloses to the shareholder any significant relationship with the corporation and any of its affiliates or with a shareholder who has submitted a proposal pursuant to subsection 137(1) of the Act and any material interests the person has in relation to a matter on which advice is given,

  • (ii) the person receives any special commission or remuneration for giving the proxy voting advice only from the shareholder or shareholders receiving the advice, and

  • (iii) the proxy voting advice is not given on behalf of any person soliciting proxies or on behalf of a nominee for election as a director; or

• (d) by a person who does not seek directly or indirectly, the power to act as proxy for a shareholder.

(2) The circumstances described in paragraph (1)(a) are not prescribed circumstances if the communication is made by

• (a) a shareholder who is an officer or director of the corporation, or who serves in a similar capacity, if the communication is financed directly or indirectly by the corporation;

• (b) a shareholder who is a nominee or who proposes a nominee for election as a director, if the communication relates to the election of directors;

• (c) a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the corporation and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party;

• (d) a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders meeting, is likely to receive a benefit from its approval or non-approval, which benefit would not be shared pro rata by all other holders of the same class of shares, unless the benefit arises from the shareholder’s employment with the corporation; or

• (e) any person acting on behalf of a shareholder described in any of paragraphs (a) to (d).