Validation of creation, allotment or issue of shares
2023, c.2, s.132
189.3(1)The creation, allotment or issue of shares by a corporation, including on the exercise of conversion privileges, options or rights attached to the shares, may be validated under this section if
(a)
the creation, allotment or issue of those shares, or any of the terms of the allotment or issue of those shares, is inconsistent with
(i)
a provision, applicable to the corporation, of this Act, or
(ii)
the articles, or
(b)
the creation, allotment or issue of those shares is otherwise invalid.
189.3(2)In a case to which subsection (1) applies, the Court, on the application of any person whom the Court considers to be an appropriate person to bring the application and on being satisfied that in all of the circumstances it is just and equitable to do so may make any order under subsection (3).
189.3(3)The Court may make an order
(a)
that validates the creation, allotment or issue of the shares referred to in subsection (1),
(b)
that confirms the terms of the allotment or issue of those shares as if the terms of the allotment or issue were consistent with a provision, applicable to the corporation, of this Act and the articles, and
(c)
that it thinks, in the circumstances, is just and equitable.
189.3(4)A notice of application referred to in subsection (2) shall be served on the Director, and the Director may appear before the Court and be heard in person or by counsel.
189.3(5)When an order under this section requires a correction to the articles, the provisions of section 189 apply with the necessary modifications.
189.3(6)Before the Court makes an order under this section, the Court may require the approval of shareholders, security holders or creditors to the extent the Court views it is proper to obtain their approval.
189.3(7)The Court may, if it thinks fit, require an order be filed with the Director as it relates to the corporation.