In June 2015, a 13-member panel created by the Minister of Government and Consumer Services (Ontario), known as the Business Law Agenda Stakeholder Panel, released “Business Law Agenda: Priority Findings & Recommendations Report”.

The panel reviewed corporate and commercial statutes in Ontario and made recommendations encompassing five key themes:

  • establishing a process to keep corporate and commercial law current;
  • making Ontario a jurisdiction of choice for business;
  • supporting greater market certainty and confidence in market transactions;
  • modernizing laws relating to secured lending and other commercial activity; and
  • facilitating market activity and promoting small business growth through greater certainty, clarity and efficiency in business legislation.

The report provided specific recommendations including the following:

  • Establish a regular formal process to promote the continuous review and updating of corporate and commercial statutes.
  • Review and update the Business Corporations Act (Ontario) (OBCA), taking account of technological advancements and legislative and case law developments in Canada, other Commonwealth jurisdictions, the United States and elsewhere including to.
    • contemplate electronic meetings and communications under the OBCA;
    • provide greater certainty about the standards to which directors and officers will be held under the OBCA, the liabilities to which they are exposed and the defences and protections available to them;
    • allow shareholders to effectively determine the composition of their boards of directors by eliminating certain legislative requirements including allowing shareholders to vote against candidates (rather than just withhold their vote) and removing the Canadian residency requirements; and
    • determine how best to make available to the ultimate investors in shares of a corporation, such as beneficial holders that hold their shares indirectly through book-based systems, the rights and remedies available to the registered holders of those shares.
  • Revise the Limited Partnerships Act (Ontario) by, among other things, reducing the risk of unlimited liability faced by limited partners in Ontario.
  • Permit the incorporation of unlimited liability corporations.
  • Repeal the Bulk Sales Act (Ontario).
  • Consider the continued need for licensing under the Extra-Provincial Corporations Act (Ontario).