Canadian Lawyer

8 A U G U S T 2 0 1 8 w w w . C A N A D I A N L a w y e r m a g . c o m \ AT L A N T I C \ C E N T R A L \ P R A I R I E S \ W E S T REGIONAL WRAP-UP I t is not business as usual for com- panies on Prince Edward Island. The government has passed new legisla- tion to guide and govern incorpora- tion on the island. New legislation was necessary, says James Travers, a partner with Stewart McKelvey in Charlottetown. "The current P.E.I. act is unique. It goes back 100 years. We've been out of touch with contempo- rary business statutes." According to P.E.I. Minister of Justice and Public Safety Jordan Brown, the new statute "provides for incorporation of companies, capacity and powers of com- panies, corporate finance and governance and shareholder rights and remedies." In an article on the legislation, McInnes Cooper lawyers Sean Corcoran and Kaitlyn Angus Hornsby note that it rep- resents a fundamental shift. The province is moving to "a comprehensive system of Articles of Incorporation issued on appli- cation, as opposed to the current system of Government authorization issued through Letters Patent." Among the noteworthy differences is the issue of shareholder rights, which is addressed more fully in the updated Busi- ness Corporations Act. "The current act is virtually silent on shareholder rights. Now we will have many more options," notes Travers. The significant protections pro- vided in the new act mirror those in the Canada Business Corporations Act, on which P.E.I.'s modernized legislation is modelled. Entitling individual share- holders to bring a derivative action and making an oppression remedy available to them are among the options that will come into force. Shareholders will also be able to voice their dissent when corpora- tions implement fundamental changes including restrictions on share transfers, corporate amalgamations and corporate dissolutions. The bill, which has received royal assent and is expected to be proclaimed early next year, will also do away with a legal requisite singular to P.E.I. The exist- ing Companies Act requires a public list- ing of shareholders, a disclosure intended to help monitor land holdings by non- residents. "If anyone was concerned about confidentiality, P.E.I. incorporation was not the way to go," says Travers. He points out that the new act will use 21 st -century technology. "Now, ostensibly, you will be able to incor- porate online. . . . This will be a vast improvement in terms of efficiency." — DONALEE MOULTON P.E.I. modernizes Corporations Act QUEBEC LOOKS TO ADOPT APOLOGY LEGISLATION A n apology, Canadian cartoonist Lynn Johnston once said, is the superglue of life. "It can repair just about anything," quipped Johnston, creator of the For Better or For Worse comic strip. As Quebec prepares for what many pundits predict will be an historic election on Oct. 1 — ending two decades of Liberal rule and bringing the first Coalition Avenir du Québec government to power — some lawmakers and lawyers are hoping to soon see the adoption of apology legislation they say will improve the effective- ness of the province's justice system. "This is a very positive undertaking," says Simon Jolin-Barrette, the CAQ's justice critic since 2014 and a potential candidate to be Quebec's next minister of justice. In March, Jolin-Barrette tabled Bill 1096, An Act to promote participatory justice by facilitating use of a dispute prevention and resolution process. Under the now-expired bill, which was never voted on in the National Assembly before the end of the spring session in June, individuals or companies in cases before civil courts or adminis- trative tribunals could make an apology, which the bill described as "an expression of regret or sympathy, a statement that one is sorry or any other words or acts indicating contrition or commis- eration," without that apology constituting an express or implied C E N T R A L ntitled-5 1 2018-04-23 10:47 AM

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