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Friday, June 22, 2018 12:50:52 PM
wee, here is my source the company bylaws.
ARTICLE SIX -
SHARE CERTIFICATES AND DIVIDENDS
6.01
Share Certificates:
Share certificates shall be in such forms as the board by resolution shall approve from time to time
That's it? I wouldn't have any confidence at all that the language in Article 6 of the company bylaws gives them the ability to do a reverse split without shareholder approval, especially when there seems to be national/provincial law that is much more specific:
http://naimlawfirm.com/2012/02/20/reverse-stock-splits/
The Canada Business Corporations Act (CBCA) and its progeny (e.g. Ontario) handle forward and reverse splits homogeneously: both presuppose an amendment to the articles approved by a special resolution of the shareholders[3]. Having rejected the notion of par value stock, in theory it should have been possible to subdivide / consolidate shares without going through the amendment process. However, the CBCA considers that a stock split is a “fundamental adjustment in the outstanding share capital of a corporation and may therefore be construed as a matter properly allocated to the shareholders”[4]. The amendment will not give rise to special voting rights by the class of shares that is forward/reverse split unless the rights and privileges attached to the shares are somehow affected, viz. in the event of a reclassification.
[3] CBCA, 173(1)(h); OBCA, 168(1)(h)
[4] Industry Canada. Canada Business Corporations Act Discussion Paper: Proposals for Technical Amendments. Ottawa: Industry Canada, 1995, p. 73-74
Call on God but row away from the rocks.
-Hunter S. Thompson
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