273. A corporation must prevent its subsidiary from alienating property if, assuming the subsidiary’s property were the corporation’s property and the subsidiary’s business activity were included in the corporation’s business activity, the corporation would be unable, as a result of the alienation, to retain a significant part of its business activity.
However, the corporation is not obliged to prevent such an alienation if
(1) the alienation occurs in the ordinary course of business of the subsidiary;
(2) the alienation is in favour of a wholly-owned subsidiary of the subsidiary; or
(3) the corporation has been authorized by special resolution of its shareholders to allow the alienation of the subsidiary’s property.
A copy or summary of the proposed act of alienation must be attached to the notice of meeting.