Advisory council’s mandate is to update Ontario business law

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The Ontario government's new business law advisory council will develop changes to limited partnership laws and shareholder rights rules to help attract companies to Ontario and modernize the province's business legislation, says inaugural chair Carol Hansell.

Ms. Hansell, a Toronto securities lawyer, has been appointed to head the new council, which has a mandate to recommend reforms to legislation governing how businesses operate in Ontario.

The council was created in response to a recommendation in a 2015 report by a committee of lawyers and business experts – including Ms. Hansell – who were asked to develop priorities for business law reform in the province. Their report, submitted in July, said Ontario should have a permanent council that will ensure the province's business laws remain modern and competitive with other jurisdictions.

The new 12-member council announced Wednesday is comprised mainly of private-sector business lawyers. Ms. Hansell and vice-chair Patrick Shea have been appointed to three-year terms, while other members will serve an initial 18-month term but could be reappointed to three years in total.

David Orazietti, Ontario's Minister of Government and Consumer Services, said in statement that the council's work will help "solidify our province as a place where businesses want to come, set up shop and stay long term."

Ms. Hansell said the council has not met yet to develop its initial agenda, but said many of the first issues it considers will come from other priorities identified in last year's report.

For example, Ms. Hansell said the report recommended that Ontario should update its laws governing limited partnerships, which she said will be a top priority. She said many companies creating limited partnerships currently set them up in Manitoba because its laws are clearer on how they can operate.

"One of the things we want to do is make Ontario the jurisdiction of choice when you're doing anything corporate or commercial, and at the moment a lot of people will go to other Canadian jurisdictions," Ms. Hansell said.

"There are some issues that have been in the way of Ontario being a jurisdiction of choice, and one good example is our Limited Partnership Act. It's not as clear as partnership acts are in other jurisdictions about the liability to which limited partners can be exposed."

Ms. Hansell said the council will also examine proposals to give so-called "beneficial" owners of shares all the same rights as registered shareholders.

The committee's report also recommended removing the requirement for companies to have at least 25 per cent Canadian directors on their boards and said Ontario should give shareholders the right to vote "no" for corporate directors, and not just withhold votes under the current legal system.

Ms. Hansell said the council will have to consider which issues to tackle first.

"The intention is to be very collaborative with other organizations who have perspectives on what needs to be changed and try to shape an agenda of recommendations that will allow us to deal with some of the more obvious things in the early part of the term of the council and deal with more complex matters as we move through the piece."