The federal government has passed Bill C-97, which amends the
Canada Business Corporations Act
("CBCA"). The Bill received
Royal Assent on June 21, 2019. The amendments are aimed at
providing greater transparency over company ownership and assisting
authorities in prosecuting financial crimes. The amendments will:
1) clarify the fiduciary duties of directors and officers; 2) allow
enforcement agencies to access a corporation's Register of
Individuals with Significant Control ("ISC
Register"); and 3) impose additional disclosure
requirements.
1) Duty to Act in the Best Interests of the Corporation
The CBCA mandates that directors and officers, in
exercising their powers, shall "act honestly and in good faith
with a view to the best interests of the corporation." In
BCE Inc. v. 1976 Debentureholders
("BCE"), the Supreme Court of
Canada clarified that the "best interests of the
corporation" does not mean the best interests of the
corporation's shareholders. Rather
