One National Securities Administrator

Oh yeah, that’s not new, the feds keep trying every few months, and two or three provinces explain why it’s NFW, they know it’ll end up with the hapless, hopeless and bullying OSC. Thanks to recent changes and the Bay St. Club attitude of the OSC, Ontario is now the toughest jurisdiction to raise money for small businesses and the best jurisdiction for large fraudsters to get away without sanction, penalty or even prosecution for stealing investors’ money – just make it big enough and hire mega accounting and law firms. You know the examples, some so heinous that the SEC in the U.S. does the OSC’s job instead.

Limitations Act Changes

Quite a while back, I alerted readers to important changes to the statute of limitations for filing a claim in Ontario in commercial matters. The changes came in force in 2004, and guess what? Some of the problems caused by it are now coming thru the court system. So, watch out if you think any contract provision or action is actionable after two years from discovery or the transaction date. The law is complex, the transition provisions more so, and any opinion on a limitation period must be given very carefully indeed.

OBCA Changes

I’ve outlined changes to the corporate legislation coming to Ontario via Bill 152; well, they’re here now. The main effect for my clients is the loosening of the residency requirement for directors, from a majority to 25% of the board. There are other changes dealing with the scope of indemnity for directors as well, and boards with non-owner directors and shareholder agreements should consider bolstering director indemnities to take full advantage of the changes.