CANADA Law and Practice Contributed by: Clifton Prophet, David F W Cohen, Virginie Gauthier, Thomas Gertner and Kate Yurkovich, Gowling WLG
8.2 Claims to Set Aside or Annul a Transaction or a Transfer
These provisions place a reverse onus on the direc - tors to prove that any of the aforementioned payments were: • made in the ordinary course of business; • not conspicuously over the fair market value of the consideration received by the corporation; and • made at a time when the corporation was not insolvent, or that the transaction did not render the corporation insolvent (or that the directors had reasonable grounds to believe the foregoing). Directors who objected to the corporation making payments of such benefits are exonerated from liabil - ity.
Both the BIA and CCAA allow proceedings to chal - lenge a transaction as a preference or TUV. These proceedings can be initiated by a trustee or monitor. For the results of these claims, see 8.1 Circumstances for Setting Aside a Transaction or Transfer .
109 CHAMBERS.COM
Powered by FlippingBook