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Ontario Business Corporations Act,
$30 + GS T
Approx. 675 Pages • Softcover • May 2010
Annual • Standing Order Terms Apply*
ISBN: 9780433465409
This concise guide to the law relating to business corporations in
Ontario contains the full text of the Ontario Business Corporations
Act and other key pieces of legislation supplemented with
commentary prepared by Fasken Martineau DuMoulin LLP.
This fully updated edition includes lead-in commentary and all
amendments to the statutes and regulations you’ll need.
Highlights of This New Edition
• Amendments to Business Corporations Act by S.O. 2009,
c. 33, Sched. 17, s. 1
• Amendments to Corporations Information Act, Reg. 182
(General), by O. Reg. 12/09
• Amendments to Limited Partnerships Act by S.O. 2009, c. 33,
Sched. 2, s. 44
• Amendments to Partnerships Act by S.O. 2009, c. 33,
Sched. 2, s. 57
• Amendments to Legislation Act, 2006 by S.O. 2009, c. 33,
Sched. 2, s. 43
• Recently revised Business Corporations Act Form 15
• Recently revised Business Names Act Forms 1 & 2
• Recently revised Extra-Provincial Corporations Act Form 3
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SANIPHOTO / DREAMS TIME. COM
The risks of using
social networking sites
Social network sites such as
Facebook, LinkedIn and Twitter
have become very popular. With
this popularity has come a diversified and expanded user base.
These sites are not just for kids
anymore — they’re now frequently used by businesses,
including the CEOs of many large
corporations.
Pages can be personal (such as
Bill Gates’ Facebook page), political (such as Barack Obama’s
Facebook page, currently the
most popular page) or corporate
(such as Coke’s Facebook page,
currently the most popular corporate page).
These sites can be a great way
to network, advertise and com-
municate. However, they come
with risks.
Privacy
One of the big risks is privacy.
Social network sites facilitate the
disclosure of a lot of personal
information. A study by the
McMaster eBusiness Research
Centre in 2008 found that
approximately 1. 7 million Canadians had been victims of identity fraud in the previous year,
and according to the Privacy
Commissioner of Canada and the
RCMP, very little information is
needed to steal a person’s identity.
Last year, the Privacy Commissioner conducted an in-depth
investigation into Facebook’s privacy practices, and found that
Facebook was not complying with
Canadian privacy law in a number
of respects. Earlier this year, the
Privacy Commissioner rebuked
Google for launching its new
social networking site Buzz with-
&DON
COLLIE
CHRIS
BENNETT
“
Employees posting on
their own social
network pages or on a
company’s social
network pages could
inadvertently (or
intentionally) disclose
corporate secrets...
out first consulting with the com-
missioner’s office, given the risk of
violating Canadian privacy laws.
Confidentiality
Another risk is loss of confi-
dentiality. As with blogs and other
websites, information posted on
social networking sites can be
viewed by many people, all with-
out any obligation of confidential-
ity. Employees posting on their
own social network pages or on a
company’s social network pages
could inadvertently (or intention-
ally) disclose corporate secrets
that should be kept confidential.
Securities laws
In the U.S., the Securities
Exchange Commission (SEC)
amended its proxy rules to permit use of electronic shareholder
forums by public companies.
The SEC amendments, which
came into effect on Feb. 25,
2008, were two-fold.
First, they state that a company, shareholder or representative that establishes, maintains or
operates a shareholder forum will
not be liable under federal securities laws for statements provided
by a third party participating in
the forum (although the third
party may be liable). Secondly,
they exempt from the proxy rules
statements made by or on behalf
of a person who does not seek to
act as a proxy for other shareholders, provided that the statements
are made at least 60 days prior to
the date of the company’s next
shareholder meeting. In essence,
this rule exempts the use of electronic shareholder forums from
being considered a solicitation,
provided that the conditions of
the exemption are satisfied.
In contrast, Canada has no
rules that specifically address
electronic shareholder forums or
social networking sites. Our closest policy is National Policy
51-201, which provides certain
guidelines on the disclosure of
information by Canadian public
companies. For example, s. 6. 13
discourages participation in electronic chat rooms and bulletin
