Reference no: EM133801434
Given the spirit of modernizing corporate transactions and legal services in Ontario, many of our clients have been steadfast in embracing robust technology and legislative changes to enhance their business conduct and practices for a sustainable future. The changes forthcoming, or those that have come into effect have significant implications on the modernization of corporate law, specifically in Ontario.
I need you to research the below matters and provide a 4 to 5 page single-spaced memorandum outlining your findings based on relevant legislation and case law.
The government of Ontario passed new legislation (Bill 213), Better for People, Smarter for Business Act, 2020 (the "Act"), to strategize a more welcoming province for business in Ontario. Our clients have encountered many regulatory burdens over the past year and the Act may aim to alleviate some of that burden. I need you to conduct some research on the Act and identify the amendments the Act has made to the Ontario Business Corporations Act (the "OBCA") and any effect it would have on directors and shareholders of both public and private corporations.
Our clients are also experiencing difficulty in obtaining "wet-ink" signatures which are generally used in executing documents and agreements for financings, mergers and acquisitions, and wills and codicils. I need you to determine:
Whether an "electronic signature" is permitted and enforceable when executing corporate legal documents and, if not, which types of documents cannot be executed with an "electronic signature", generally. In your research please identify whether or not Ontario legislation or case law has defined "electronic signature".
Further, as electronic signatures are usually copied and pasted onto a document, please determine whether Ontario legislation or case law provides clarification on what constitutes a valid electronic signature.
In researching this point, please assume that constating documents, such as Articles of Incorporation/Amendment, by-laws, or documents filed with provincial Ministries do not permit electronic signature or virtual meetings so your guidance on the conduct of same will be governed solely by statutory measures.
Lastly, one of our clients claims that there was an issue regarding their security interests from one of the suppliers of their business. As a debtor, our client faces egregious claims from this supplier, who has withheld all necessary materials until our client has paid in full. I have encountered this issue with past clients and the process to resolve these matters always involved litigation. The Personal Property Security Act (the "PPSA") has introduced Part V.1 relating to vexatious registrations which may assist both current and past clients in resolving these matters without going to court. Please research Part V.1 of the PPSA and outline what a vexatious registration is and how the introduction of Part V.1 of the PPSA can assist our clients.