Lexis Nexis Regulation and Governance of Municipally-Owned Corporations in Ontario
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Détails des produits
Unlike other private sector business corporations, municipally-owned corporations operate at the intersection of public policy and private incentives – often in a very specific legal and regulatory framework. Regulation and Governance of Municipally-Owned Corporations in Ontario focuses on two types of corporations – municipal services corporations and electricity distribution corporations and their affiliates – and deals with issues related to their ownership structures and governance processes.
A novel perspective
The only published text of its kind in Canada, Regulation and Governance of Municipally-Owned Corporations in Ontario offers practical guidance and insight into the governance challenges that these unique organizations face and covers a broad range of topics:
- The creation, wind-up and dissolution of corporations owned by municipalities
- The various principles of governance for publicly owned corporations
- The purposes and restrictions on activities of municipal services corporations and local distribution companies (LDCs)
- The various shareholder control and accountability mechanisms, such as municipal by-law powers, shareholder directions and shareholder agreements, and constating documents
- The role of the directors, including their powers and duties, liabilities, due diligence, conflicts of interest from the corporate law, municipal law and procurement law perspectives, policies and procedures of boards of governance, human rights policies and workplace harassment policies
- Shareholders’ meetings in the context of municipally-owned corporations as well as the purpose and methods of conducting those meetings
- Confidentiality and disclosure issues related to corporations owned by municipalities
- Corporate finance and eligible investments
- Tax considerations related to municipally-owned corporations
In addition, to illustrate concepts covered in the book, the appendices include useful precedents such as shareholder declarations, a conflict of interest policy, a code of conduct, and anti-harassment and anti-discrimination policies.
An essential resource
Regulation and Governance of Municipally-Owned Corporations in Ontario would be particularly valuable for:
- Corporate/commercial and municipal lawyers who need to advise clients on issues related to the governance of LDCs
- Lawyers representing municipalities, members of municipal councils and municipal employees who advise clients on issues related to the governance of LDCs
- Officers and directors of municipal services corporations and municipally-owned electricity distribution companies, generators and energy services companies
- Law libraries that want to provide a useful reference for their patrons
Table des matières
Introduction
Chapter 1: The creation of corporations by municipalities
1. Incorporation under section 203(1) of the Municipal Act, 2001
2. Companies created under section 142 of the Electricity Act, 1998
Chapter 2: Wind-up and dissolution
1. Overview
2. Under the OBCA
3. Under the CBCA
4. Tax consequences
Chapter 3: Principles of governance for publicly-owned corporations
1. The OECD principles of corporate governance
2. The Canadian Coalition for Good Governance guidelines
3. OEB Review of Corporate Governance of Electricity Distributors
4. The Elenchus Report – Corporate governance for regulated natural gas and electricity utilities
5. Energy Policy and Management Centre policy brief
6. Draft report of the OEB on corporate governance for OEB rate-regulated utilities
7. The Electricity Distributors Association’s comments to the draft report of the OEB
Chapter 4: Purposes and restrictions on activities
1. Municipal services corporations
2. Local distribution companies
3. New businesses within the regulated LDC
Chapter 5: Shareholder control and accountability mechanisms
1. Municipal by-law powers
2. Shareholder directions and shareholder agreements
3. Constating documents (articles, by-laws)
4. Accountability to the municipal shareholder
5. Shareholder “representation” on board of directors
Chapter 6: The role of the directors
1. Powers and duties of directors
2. Directors’ liability
3. Directors’ due diligence
4. LDCs, independent directors and the Affiliate Relationships Code
5. Conflicts of interest: Corporate law
6. Conflicts of interest from a municipal perspective: The Municipal Conflict of Interest Act
7. Conflicts in the context of procurement law
8. Policies and procedures of boards on governance
9. Human rights policies
10. Workplace harassment policies
Chapter 7: Shareholders’ meetings
1. Introduction
2. Municipal council meetings
3. Shareholders’ meetings for business corporations
Chapter 8: Confidentiality and disclosure
1. MFIPPA – Purpose and introduction
2. In camera meetings of council and municipally-owned corporations
Chapter 9: Corporate finance and eligible investments
1. Restriction on investments
2. Permitted investments
3. Prescribed securities
4. Restriction on investments in section 142 corporations
5. Debt in section 142 corporations is “grandfathered” if issued under transfer by-law
6. Separate authority for investment in equity of section 142 corporations
7. Additional authority for prudent investments
Chapter 10: Tax issues
1. Federal income tax
2. Payments in lieu of tax and other provincial tax obligations
Chapter 11: The future of the LDC: Implications for governance and relationships with service providers
1. Introduction
2. Fully integrated network orchestrators
3. Distributed service platforms
4. Load serving entities
5. Risk/reward from the municipal perspective versus the private sector’s perspective
6. Structuring relations with private sector service providers
Appendix A: Sample shareholder declaration
Appendix B: Anti-harassment and anti-discrimination policy
Appendix C: Code of conduct
Appendix D: Conflict of interest policy
Appendix E: Procedures by-law
