This report is long and presents a comprehensive review of the existing law governing transfers and pledges of investment securities in Alberta. It contains a detailed examination of a wide range of issues that relate to current securities trading and holding practices. It proposes that uniform legislation be developed in consultation with other Canadian jurisdictions, but does not include draft legislation. The Alberta Business Corporations Act is the current Alberta law governing transfers of investments securities and it is based upon the 1962 version of Article 8 of the US Uniform Commercial Code (UCC). In 1991, work began on a major reform of the UCC Article 8 under Congress’ direction and there is need for reform in Canada as well. This report provides historical background on the securities markets in US and Canada, reviews the evolution of the Canadian law governing securities transfers, and provides a comprehensive analysis of the role of intermediaries and the legal relationships which result. The report also contains a detailed analysis of the current Canadian law of securities transfers, comparing the operation of the Alberta and Ontario Business Corporations Acts concluding that both the existing and proposed provisions dealing with transfers of securities held in fungible bulks are conceptually flawed and that the law governing such transactions must be reformed. The report discusses secondary issues arising from the amendments proposed by CDS: issues of constitutional jurisdiction and conflicts; the situs of securities under the existing system and under a reformed system; issues relating to Personal Properly Security Acts and depository operations; issues relating to shareholders’ rights that arise from modern securities holding practices; and consequential amendments to several specific Alberta Acts.
Final Report
Back to Publication SearchTransfers of Investment Securities, Final Report 67
Resource Details
Publication No: | 67 |
FORMAT: | Publications |
TAGS: | securities, pledge, trade, clearing, negotiation, transfer, investment, purchase, sale |
FILE: | fr067.pdf |