Publication
What M&A trends will transform the 2024 insurance landscape?
It is widely accepted that 2023 was one of the worst years in recent memory for M&A activity.
Author:
Canada | Publication | May 23, 2023
A private corporation incorporated or continued under the Canada Business Corporations Act (the CBCA) is required to maintain a register (the ISC Register) of “individuals with significant control” (each an ISC) over the corporation.
Since the introduction of this requirement in 2019 a number of practical questions have remained outstanding, including:
On May 4, 2023, regulations amending the Canada Business Corporations Regulations, 2001 (the Amending Regulations) were registered and came into force. The Amending Regulations are responsive to the questions set out above. It is anticipated they will be published in the Canada Gazette on May 24, 2023.
The Amending Regulations are summarized below.
Under the CBCA, a corporation is required, at least once during each financial year, to take reasonable steps to ensure it has identified all ISCs and the information contained in its ISC Register is accurate, complete and up to date. The Amending Regulations provide that “reasonable steps” include sending requests for information as set out in the chart below.
Information sought from: | Information sought: |
---|---|
|
|
|
|
|
|
The foregoing steps should not be viewed as exhausting the requirement to take “reasonable” steps. For example, in the case of a CBCA corporation with a corporate shareholder, it is still necessary to make inquiries “up the chain” to determine whether any individual has indirect control or control in fact of the CBCA corporation through its corporate shareholder.
Under the CBCA, a corporation that is either a reporting issuer (or an «émetteur assujetti») under provincial securities legislation or is listed on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act (Canada), is exempt from the requirement to create and maintain an ISC Register. The Amending Regulations also exempt the following prescribed classes of CBCA corporation:
Pursuant to the Amending Regulations, a corporation that is unable to identify any ISCs must set out the following in its ISC Register:
In addition to the clarification provided by the Amending Regulations, CBCA corporations should be aware that proposed amendments to the CBCA will result, among other things, in the creation of a publicly accessible registry containing information on ISCs. We are monitoring the progress of these amendments and their impacts on CBCA corporations.
For further information on CBCA ISC Registers please see our earlier client legal update here.
Publication
It is widely accepted that 2023 was one of the worst years in recent memory for M&A activity.
Publication
The ongoing conflicts and further geopolitical tensions in Eastern Europe and the Middle East, coupled with upcoming elections in a number of key countries including the US and the UK, make 2024 challenging to predict what impact this will have on the insurance sector.
Publication
On 6 September 2022, the European Commission (EC) prohibited Illumina’s acquisition of Grail, bringing to an end the administrative stage of a legal saga that has attracted interest beyond competition law specialists.
Subscribe and stay up to date with the latest legal news, information and events . . .
© Norton Rose Fulbright LLP 2023