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Canadian Going Private Transactions: Considerations for Non-Corporate Entities

See Chinese version below [中文版参阅下文].

Not all of the large publicly held businesses in Canada operate through the legal structure of a corporation. Some of the largest real estate businesses are structured as trusts and are governed by a declaration of trust, which is essentially a contract between the REIT and a trust company, rather than a statute like the Canada Business Corporations Act. There are also a number of public entities whose legal structure is a limited partnership and whose activities are run by a general partner.

All of these entities are subject to the same securities laws as corporations in the event of a take-over bid for their voting or equity securities. However, where the legal vehicle is a trust or limited partnership, particular attention will need to be paid by bidders to the governing declaration of trust or limited partnership agreement instead of the corporate law statute that would govern a corporation. These contracts may contain provisions for the compulsory acquisition of minorities following a take-over bid which differ from the provisions of corporate law.


并非所有加拿大的上市企业都是都通过公司法律结构运作的。一些大型房地产企业的结构是信托,并受信托声明的约束,信托声明本质上是REIT和信托公司之间的合同,而不是像《加拿大商业公司法》那样的公司章程。 还有一些上市企业的法律结构是有限合伙制,其商业活动是由普通合伙人经营。

所有这些实体在遇到涉及其投票权或股本证券的要约收购时,均受与公司相同的证券法律管辖。 然而,如果其法律载体是信托或有限合伙的话,则收购方需要特别注意管理信托声明或有限合伙协议,而不是管辖公司的公司法规。 这些合同可能包含在要约收购之后强制收购少数持股人的规定,这些规定不同于公司法的规定。




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