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CCCA_V4No1_Col-News-FIN.qxd:CCCA_V1No2_Col-News-V1.qxd 2/3/10 2:09 PM Page 45 Nouvelles de l’ACCJE “ Conference unfolds through a Whether you are new to the National Spring Conference series of workshops, peer-to-peer in-house practice,mid-career offers value to every in-house sessions and roundtables that pro- or a seasoned general counsel, the counsel.Whether you are new to vide practical information on conference is designed with in-house practice,mid-career or a issues, challenges and opportuni- your needs in mind. seasoned general counsel, the ties for managing your legal in-house counsel world. ” conference is designed with your department more effectively. needs in mind. The conference emphasizes topics that This year’s conference is possible due to are timely and relevant to today’s The Spring Conference also offers the incredible efforts of our talented Canadian in-house counsel.Featured top- many opportunities to network with in- speakers; the conference co-chairs, ics include corporate governance and house counsel and celebrate the profes- François Ramsay, senior vice-president, compliance, transactional risk, IP litiga- sion. This includes the opening night general counsel and secretary, Yellow tion, issuer preparedness and outsourcing. reception and presentation of the Robert Pages Group Co. and Jennifer Zerczy, The opening plenary session,“The V.A. Jones Award, an annual prize for vice-president, legal services Evolving Relationship Between In-House excellence in corporate counsel service McKesson Canada Corporation; our and External Counsel,” promises to be named after CCCA’s founding executive volunteers and the CCCA staff. Thank a thought-provoking experience. The director who served the association from you all! keynote address by Anne Giardini, presi- 1989 to 1999. Please join with your fellow in-house dent, Weyerhaeuser Company Limited, As with the many — and growing — counsel in attending the CCCA National will provide illuminating insights into the services and benefits that CCCA provides, Spring Conference in Montreal! Corporate Law continued from page 14 fact remains that some aspects of the QBCA are likely to make this law highly under the QBCA, and vice versa, as pro- QCA are advantageous compared to the attractive to business people.They include, vided for in the CBCA. CBCA. Many such aspects remain in the for example: QBCA, notably: • the possibility for a sole shareholder Corporate actions • the absence of a residence requirement corporation not to have a board of direc- The QCA requires Quebec companies’ for directors; tors and not to have to prepare annual board of directors to enact bylaws to • the possibility to issue shares which are resolutions; authorize certain corporate decisions. not fully paid; • the possibility to set out a time (and not These bylaws then have to be confirmed • the possibility to issue shares with just a date) on articles of amendment; by the shareholders. The QBCA simply par value. • the expanded circumstances in which requires a special resolution, as is the case amalgamations (whether horizontal or in the CBCA. Moreover certain new aspects of the vertical) are allowed to be effected by way of a simplified procedure. Distinctive features Maxime Cloutier is a partner in Canadian corporate legislation, “ Even if it is often claimed the Montreal office of Fraser Milner Although the purpose of this arti- cle is to explain how the QBCA that the QCA is in many respects Casgrain LLP. He specializes in has followed the CBCA and other outdated, the fact remains we finish by highlighting certain that some aspects of the QCA commercial transactions,primarily in mergers and acquisitions, and is a important distinctive features.Even are advantageous compared to regular keynote speaker on commer- if it is often claimed that the QCA the CBCA. cial law matters. He can be reached PRINTEMPS 2010” CCCA Canadian Corporate Counsel Association 45 is in many respects outdated, the at maxime.cloutier@fmc-law.com