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V-1 - Securities Act
Section 112
Disposition versions
112. If the Commission, on an investigation made under section 53, deems that there has been malfeasance, breach of trust or any other misconduct by one or more members of the board of directors or several of its officers, or that such board or person is seriously remiss in the performance of the obligations imposed on it or him by this act or resorts to management practices tending to depreciate the value of the instruments issued by the said company, the Commission shall recommend to the Minister that the powers of such board be suspended and an administrator be appointed.
The Commission may also act in such a way whenever it issues an order under section 80 and also at any time when it deems that the interests of holders of securities must be protected.
Before suspending the powers of such board, the Minister shall give to such company or person the opportunity to make his or its representations.
The administrator shall remain in office until the end of the period for which he has been appointed unless the Minister terminates his mandate sooner.
The administrator so appointed shall have full power to dispose of, alienate and wind up all the property owned by such person or company or held in trust by such person or company on behalf of any other person or company.
The administrator shall, as soon as his mandate has expired, make to the Minister and the Commission a complete report on his findings.
The Minister, as soon as he has received the report of the administrator, may:
(a) dismiss from office the members of the board of directors and order the holding of a special meeting of the shareholders to elect new members of the board; or
(b) order, on the conditions that he determines, the winding-up of the company and appoint a liquidator.
The decision of the Minister ordering the winding-up shall have the same effect as an order made by a judge of the Superior Court under section 25 of the Winding-up Act (chapter L-4).
