December 15, 1978

?

Some hon. Members:

Agreed.

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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?

Some hon. Members:

No.

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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LIB

Gérald Laniel (Deputy Speaker and Chair of Committees of the Whole of the House of Commons)

Liberal

Mr. Deputy Speaker:

All those in favour of the motion will please say yea.

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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?

Some hon. Members:

Yea.

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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LIB

Gérald Laniel (Deputy Speaker and Chair of Committees of the Whole of the House of Commons)

Liberal

Mr. Deputy Speaker:

All those opposed will please say nay.

Economic Development

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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?

Some hon. Members:

Nay.

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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LIB

Gérald Laniel (Deputy Speaker and Chair of Committees of the Whole of the House of Commons)

Liberal

Mr. Deputy Speaker:

In my opinion the yeas have it.

And more than five members having risen:

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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LIB

Gérald Laniel (Deputy Speaker and Chair of Committees of the Whole of the House of Commons)

Liberal

Mr. Deputy Speaker:

Call in the members.

The House divided on the motion (Mr. Trudeau), which was agreed to on the following division:

Topic:   GOVERNMENT ORDERS
Subtopic:   MINISTRY OF STATE FOR ECONOMIC DEVELOPMENT
Sub-subtopic:   ESTABLISHMENT OF DEPARTMENT
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CANADA BUSINESS CORPORATIONS ACT

LIB

William Warren Allmand (Minister of Consumer and Corporate Affairs)

Liberal

Hon. Warren Allmand (Minister of Consumer and Corporate Affairs) moved

that Bill S-5, to amend the Canada Business Corporations Act, as reported (without amendment) from the Standing Committee on Justice and Legal Affairs, be concurred in.

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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Motion agreed to. (Division No. 17) YEAS Messrs. Abbott Dionne LeBlancAllmand (Northumberland- (Westmorland-iAnderson Miramichi) LeeAndras Dupras Lefebvre(Port Arthur) Duquet LessardAppolloni (Mrs.) Baker Ethier LoiselleFleming (Chambly)(Gander-T willingate) Foster LumleyB6chard Fox MacGuiganB6gin (Miss) Francis MarchandBlais Gauthier MclsaacBlaker (Ottawa-Vanier) McRaeBlouin Gendron MilneBoulanger Gray Nicholson (Miss)Buchanan Guilbault O'ConnellCaccia Harquail OstiguyCafik Holt (Mrs.) OuelletCampagnolo (Mrs.) Hopkins PearsallCampbell (Miss) Horner Penner(South Western Nova) Isabelle PhilbrookCampbell Johnston Pinard(LaSalle-femard-Cote (Westmount) PortelanceSaint-Paul) Joyal Prud'hommeCaron Kaplan RailtonChr6tien Lachance RainesClermont Lamontagne RobinsonComtois Landers RooneyCondon Langlois StolleryCorbin Laniel TrudelCorriveau Lapointe TurnerCullen Lavoie WatsonDawson Leblanc WhelanDe Bane (Laurier) YanakisDemers NAYS Messrs. Young-89.Andre Hamilton McCain(Calgary Centre) (Qu'Appelle-Moose McCrossanBaker Mountain) McGrath(Grenville-Carleton) Hare McKinleyBaldwin Hees McKinnonBalfour Huntington MitgesBeatty Janelle MuirBrisco Jarvis MunroBroadbent Johnston (Esquimalt-SaanClark (Okanagan-Kootenay) Nowlan(Rocky Mountain) Knowles NystromClarke (Winnipeg Paproski(Vancouver Quadra) North Centre) ParkerCorbett Korchinski Petersde Cotret Lambert Pigott (Mrs.)Dick (Edmonton West) RitchieElzinga Laprise RocheEpp MacDonald SchellenbergerFaour (Egmont) SchumacherFirth MacDonald (Miss) ShymkoFraser (Kingston and the SmithFriesen Islands) (Churchill)Gillies Malone Whiteway Yewchuk-55.


LIB

James Alexander Jerome (Speaker of the House of Commons)

Liberal

Mr. Speaker:

I therefore declare the motion carried.

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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LIB

James Alexander Jerome (Speaker of the House of Commons)

Liberal

Mr. Speaker:

When shall the bill be read the third time?

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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?

Some hon. Members:

Now.

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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LIB

William Warren Allmand (Minister of Consumer and Corporate Affairs)

Liberal

Mr. Allmand moved

that the bill be read the third time and do pass.

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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PC

Marcel Joseph Aimé Lambert

Progressive Conservative

Hon. Marcel Lambert (Edmonton West):

Mr. Speaker, Bill S-5 from the Senate was considered very briefly one afternoon last December 11 and then referred for study to the Standing Committee on Justice and Legal Affairs, and not, as would be expected, to the Standing Committee on Finance, Trade and Economic Affairs. This is why I have not had the opportunity to speak on this bill amending an act on which I worked meticulously when we put forward and passed here in parliament the present Canada Business Corporations Act, in 1974.

We are presently considering the act to amend the Bank Act in the Standing Committee on Finance, Trade and Economic Affairs, which takes all our time, and it is rather by chance that in committee we received representations from the Canadian Institute of Chartered Accountants, relating precisely to an area of that legislation. After all, they did say at the time that perhaps we could improve the Bank Act by requiring them to release their public accounts-in short their public balance sheet-along the same pattern followed by Canadian corporations and businesses, which is in line with the principles and practices of the Canadian Institute of Chartered Accountants. I certainly think that is an acceptable suggestion, and I note, from the amendments that I have in front of me, that although this is a voluminous bill, amendments are actually not that numerous. Amendments to the text of the act are especially aimed at improving, correcting or explaining it. But I am in a rather difficult position because I do not practice law in the province of Quebec and all my experience with the Canada Business Corporations Act has been in English. According to representations made by the Quebec section of the Canadian Bar and by the Department of Justice, a new version should be prepared, in French, which would not merely be a translation from English to French, and that is what is being suggested this afternoon.

As the Minister of Consumer and Corporate Affairs (Mr. Allmand) indicated in his speech, there has been, since 1975, a rather dramatic increase in the number of federally registered corporations. I recall that when we were considering the

legislation as it existed, in 1974, and proposing some amendments, we were saying that the federal legislation or practice was almost obsolete and that most Canadian corporations would be incorporated under the various provincial statutes and then apply for transfer in order to come under national jurisdiction.

However that was not the case. A more up to date legislation is now used as a model, and I must add that I was rather surprised to note that the legislation has been used as a model by some provinces which have amended their own statutes on commercial operations in accordance with the federal model.

We hope that there will be more certainty in such matters, because if notaries and lawyers in provinces regulated by common law must advise their clients on a point of law, they have to proceed on the same basis. If in Quebec, on the basis of a similar French procedure, we now get the same results as an English solicitor in Ontario or western Canada basing himself on an English version, it will be quite effective. [English]

I should like to ask certain questions. On the one side, the attraction of the English language in practice is that there is a certain subtlety to it; it bends, it is malleable and subject to judicial interpretation. On the other hand, on the francophone side, there is always deemed to be a philosophical demand for absolute precision. In other words, the letter of the text must always govern, and if something is not found therein, it cannot exist. In the English version, that is not the case. A certain amount of growth and flexibility exists in it.

What philosophy prevailed in the drafting of the French version that has now been incorporated as the schedule to this act? I do not know. I have not had a chance to look at it. Perhaps the minister or his parliamentary secretary would tell us whether there is a dichotomy in the philosophies of the language used. I have never heard it said before that the French versions of our laws have been wrong and that they do not conform to a certain philosophy of language.

Is this to be an example now for many of our major acts as they apply in Canada? For instance, would we have to review the whole of the Criminal Code to see whether it should be rewritten in the French language rather than being a good and very effective translation of the English? I discern this to be a rather different philosophy of language. If that is so, I must say the Department of Justice and the Department of the Secretary of State and anybody involved in the translation of laws and their compilation will be extremely busy for many years to come. This is an observation I put forward at this time.

I have never seen this done before-outside of a relative few compared to the size of the act-that technical and explanatory amendments, amendments for greater precision have been put forward in the English text and yet the whole French text has been rewritten and brought in as an appendix. This is the reason for the bill being so thick.

Canada Business Corporations Act

There are at this time, however, a few other comments I would like to make about incorporations. One which is allowed under this particular act deals with personal corporations. Since the total French version is brought in I can speak about it, even though somebody might question the English version if there was no particular amendment to this section. We have seen where many services, insurance companies, architects, athletes, entertainment artists and a number of other persons who have incorporated themselves, under the laws of Canada or of the laws of a province, into personal corporations so that they could take advantage of certain tax provisions under the Income Tax Act and thereby be relieved of the heavy taxation levied for general corporations.

In my province the professions were able to convince the government of Alberta that personal incorporation was a good thing. Alberta has a forward looking government which is given to developing private initiative. It has allowed those in the professions to incorporate themselves and associate their business practices with these personal corporations. This gave them a better tax deal. About that there is no doubt. I have always advocated the use of the income tax system on an incentive basis. If this form of organizing one's affairs through a personal corporation gives a better return to the individual, who thus was encouraged to get out and scramble more and to increase his or her economic activities, then so much the better, and Canada gains.

There is always a philosophy which has been abroad in certain political parties, and certainly it is so in the present administration: anyone who makes a dollar must be socked, in other words, hit the hardest. In fact the state claims as an inalienable right its proclaimed share of an individual's economic activity as soon as that activity is concluded, and whether or not the money has been collected does not matter. It belongs to the almighty state. That is a philosophy to which I cannot ascribe, and I repudiate it. It seems to me, in order to regain a sense of the work ethic, of taking our rightful place in the economic world and putting Canada back among the leaders where it was 20 years ago, out of the depths of the rather inferior position into which we have slipped, that we have to give individuals, either in their private capacity or incorporated, the best incentives possible so that they can carry out their economic activities and proposals.

I am not going to go into all of the details. There is no particular point in going into the detail of the changes. I certainly support a bill of this kind. While it was not open to me to get the detail of the study done by the committee in the Senate, I am sure they did very good work, as did the legal affairs committee of this House, but certainly the pattern would be set by the first committee hearings in the other place. I commend this sort of examination by the other House and I say the same about Bill S-4 which precedes it. This bill is one that is equally voluminous but of the same nature.

I trust that we will readily come to a decision on this bill on third reading. I have not seen a speech at second reading from either side of the House which was in opposition to it. There-

Canada Business Corporations Act fore I would approve of the work done by the Standing Committee on Justice and Legal Affairs.

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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NDP

William Arnold Peters

New Democratic Party

Mr. Arnold Peters (Timiskaming):

Mr. Speaker, I have not had an opportunity to read the committee report and I did not have the opportunity of attending the committee meetings.

I had anticipated there would be some explanation or discussion by some members on third reading regarding the point which was raised just now by the hon. member for Edmonton West (Mr. Lambert), in relation to the translation. I mentioned at the time that it would have been easier if the translation had also carried the original text beside it so it could be easily checked by those members of the House who have that exceptional fluency in both languages. Members would have been able to check the detail that the one language demands, and relate it to the purpose and intention that obviously the other language gives to the legislation.

There have not been any amendments made by the government or by the opposition at the report stage. This may be an oversight on my part, but when the bill was before the committee, consideration should have been given to doing something on behalf of the poor, abused, frequently agitated public. The willingness of members of parliament to do something about the type of protection that could be given under this bill to protect the public from the corporations and the machinations in which they engage, should have been indicated.

It was pointed out by a number of members, including myself, that we were far behind the United States. We were playing with legislation that obviously had been handed to the government by civil servants. I indicated that the Minister of State (Multiculturalism) (Mr. Cafik) had, in his more enlightened days, been interested in this subject. He had indicated that corporations often did things that were diametrically opposed to the wishes of the average citizen. Much of what they did was detrimental to the health and property of individuals in this country.

This bill is now back for third reading. None of this has been done. All we have done is correct some of the abuses that were taking place in the bureaucracy. All that members of parliament are doing is fixing up the legislation so that it can be handled more easily by the civil servants.

A large number of members in this House practise law. Occasionally there is lobbying by their colleagues in practice. They find the law a little difficult to handle in one aspect or another.

Maybe we cannot protect the shareholders, directors and others against the limited penalties in this legislation. However, surely somebody on that committee should have been interested in putting some restrictions on the corporations. The corporations are given the right to establish under Canadian law. We are setting forth the protection the shareholders will receive. We are setting the regulatory powers of directors and how they will relate to the shareholders. However, we are not

doing anything to protect the public against the corporations which often work against them.

The example was given of aluminum wire. Because we do not have the guts or the intelligence to put into this bill restrictions on corporations, they do things that are both immoral and unsafe. There are still companies that manufacture aluminum wire for domestic purposes. If the price is right, that wire will be installed in houses and may ultimately result in the death of some people.

The same is true of Ford Motor Company. It was allowed to incorporate. We protect the shareholders and do many other things. However, there is no protection for the consumer who buys from his dealer who, in good faith, is selling automobiles which the company and the board of directors know are dangerous and may result in fatalities.

Ford Motor Company has calculated how many fatalities there will be per thousand or per million cars. In addition, they have calculated what the lawsuits will cost, what the company will have to pay for each accident. They have determined that is easier than redesigning the automobile. That would not be allowed under any other act, but it is allowed in the Corporations Act. That is not because the committee did not know about it. It was because the committee just did not care. They listened to the Minister of Consumer and Corporate Affairs (Mr. Allmand) who says there is protection under another act. However, it should be under that act which gives the corporations the power to set up. That is where protection for the consumer should be. It is the only way the power could then be taken away from the corporations.

The companies are allowed to incorporate. They are established under this legislation. If they do not live up to the requirements in the legislation, their power should be taken away. It is all right to talk about the consumers protection act and other devices we have tried to establish, but they have not worked. The wire companies can still manufacture aluminum wire which could conceivably kill people.

We have not told Ford Motor Company that it must have the type of engineering that will ensure the automobiles they manufacture are safe. If a limiting clause had been put in this legislation, Ford would not be able to sell the Bobcat or Pinto in Canada at the present time. The board of directors, the shareholders and anyone who reads the newspapers know about this because it has been publicized in the United States. With that limited clause, Ford could not sell those cars or could lose its certification under the Corporations Act of Canada.

This is a very limited requirement, but we are not including it. Why all the fuss? Why are we going through this exercise, making the French version coincide with the English version, at least by implication? We have not put the two together. What we have done is write two different acts. The one before us will operate in French. The English act has already been passed.

This act is not being opened up that much by this bill. In effect, only the French version is before us, except for the

initial clauses which are in both languages. We are not going to make any change. A lot of people are having trouble with Firestone tires. Others have the problem of gas tanks rupturing when they are in accidents.

Many people have bought a Chrysler, as I did, which has a starter that will not turn over the motor. It has been admitted in the United States that those starters were built for a much lighter car. I understand they may have to be changed three or four times during the lifetime of the car. That applies not only to my car but to every Chrysler. I have been told by a Tilden fleet owner that he keeps two standard and two heavy duty starters on his counter all the time, and that he is continually changing them. That is an engineering fault.

There are faults in the ignition system of some of the automobiles on the road; there are faults in the cooling systems; there are faults in some of the transmissions, and these have been obvious for more than one year's production run yet they are still being allowed.

The public asks for the kind of protection which is possible under this bill, but the members are not asking for it, and the department does not want responsibility for supervising the relationship between the warranties and the knowledge which shareholders and directors may have about weaknesses in the products they are selling. They do not wish to become involved because this is, to them, a totally different field. Yet someone has to occupy that field.

It is surprising to me that when this bill went to committee the members there examined it, listened to seven or eight members discussing its deficiencies, and then refused to write in any provisions for the benefit of John Q. Public. When a change of government comes about after the next election 1 predict there will be a minority government and, if there is, all members had better be prepared-

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
Permalink
?

An hon. Member:

Dreamer!

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
Permalink
NDP

William Arnold Peters

New Democratic Party

Mr. Peters:

The hon. member says "dreamer", but the Gallup poll indicates that whether it is the high level or the low level, the voting will almost inevitably result in a minority government.

The public knows that minority government is good government. The people know that the only time they got changes beneficial to them-

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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LIB

Maurice Adrian Dionne

Liberal

Mr. Dionne (Northumberland-Miramichi):

On a point of order, Mr. Speaker, I would be glad if you would ask the hon. member to explain how his prediction of the outcome of the next election fits in with the topic under discussion.

Topic:   GOVERNMENT ORDERS
Subtopic:   CANADA BUSINESS CORPORATIONS ACT
Sub-subtopic:   MEASURE TO AMEND
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December 15, 1978