Sensio Technologies Inc SNIOF

Quebec Business Corporations Act

[Polebrook]

Assuming that Sensio is subject to the Quebec Business Corporations Act, it seems that shareholder approval is required for the disposal of assets that account for a significant part of a businesses activity. Given that the majority of revenue has been derived from the licensing of the patents that are being sold to WiLan this may be the case here. The press release gave the impression that the LOI for the sale was signed around the same time as the NOI was filed, but if it was signed before the NOI was filed, then the LOI with WiLan may require shareholder approval for it to be valid under the Act. Chapter 271. A corporation may not make an alienation of its property if, as a result of the alienation, the corporation would be unable to retain a significant part of its business activity, unless the alienation is authorized by the shareholders or is in favour of a wholly-owned subsidiary of the corporation. For the purposes of chapter 271, alienation of property means the sale, exchange or lease of its property.