Arrangement — power of the Court and role of the Director
128(1)In this section “arrangement”, with respect to a corporation, includes
(a)
the addition to, change or removal from the articles of the corporation of any provision that is permitted by this Act to be, or that is, set out in the articles;
(b)
an amalgamation of the corporation with another corporation;
(c)
an amalgamation of a body corporate with a corporation that results in an amalgamated corporation subject to this Act;
(d)
a transfer of all or substantially all the property of the corporation to another body corporate in exchange for securities, money or other property of the body corporate;
(e)
an exchange of securities of the corporation held by security holders for other securities, money or other property of the corporation or securities, money or other property of another body corporate that is not a takeover bid under section 133;
(f)
a liquidation and dissolution of the corporation;
(g)
a compromise between a corporation and its creditors or any class of its creditors or between a corporation and the holders of its shares or debt obligations or any class of those holders;
(g.1)
any other reorganization or scheme involving the business or affairs of the corporation, any of the holders of its securities or any options or rights to acquire any of its securities that is, at law, an arrangement; or
(h)
any combination of the foregoing.
128(1.1)For purposes of paragraphs (1)(d) and (e), the securities, money or other property for which the securities referred to in those paragraphs may be exchanged shall be financial assets as defined in the
Securities Transfer Act.
128(2)An application may be made to the Court by a corporation or a security holder or creditor of a corporation for an order approving an arrangement in respect of the corporation.
128(3)Repealed: 2023, c.2, s.94
128(4)Despite the fact that an arrangement can be effected under another provision of this Act, an application may be made under this section for an arrangement, and the Court may make any interim or final order it thinks fit, including
(a)
an order determining the notice to be given to any interested person or dispensing with notice to any person;
(b)
an order appointing counsel, at the expense of the corporation, to represent the interests of the shareholders;
(c)
an order requiring a corporation to call, hold and conduct a meeting of all or any particular group of holders of any securities or options or rights to acquire securities of the corporation or creditors in such manner as the Court directs;
(d)
an order permitting a shareholder to dissent under section 131 if the arrangement is adopted;
(e)
an order that the arrangement or proposed arrangement shall be deemed not to have been adopted unless it has been approved by such majority, which majority may be
(i)
in the case of a vote of shareholders or a class of shareholders, a majority of at least two-thirds of the votes cast by the shareholders voting on the resolution,
(ii)
in the case of a vote of creditors or a class of creditors, a majority in number representing at least two-thirds of the amount of their claims,
(iii)
in the case of a vote of the holders of debt obligations or a class of those holders, a majority in number representing at least two-thirds of their claims, and
(iv)
in the case of a vote of holders of options or rights to acquire securities, the majority that would be required under paragraphs (i) and (iii) if those holders had acquired ownership of the securities; or
(f)
an order approving the arrangement as proposed by the corporation or as amended in any manner the Court may direct.
128(5)An applicant for an interim or final order under this section shall give the Director notice of the application, and the Director is entitled to appear and be heard in person or by counsel.
2023, c.2, s.94; 2023, c.2, s.155