Who Needs Paper Anymore? Rationalizing an Allocation of Government Responsibility for the Transfer of Securities
Bibliographic record
Abstract
Canadian federal corporate legislation contemplates that shares will be transferred by endorsement of paper share certificates. These provisions, now found in the Canada Business Corporations Act Part VII, were enacted in the mid-1970s to reflect the then current market practices. However, for the last two decades, the overwhelmingly prevalent commercial practice is to transfer shares by book entries without using paper certificates - such transfers taking place in what is called the indirect holding system. Despite the domination of the indirect holding system, until recently, there have been no legislative provisions addressing this method of transferring securities. Recent specific provincial legislation has addressed this practice by removing responsibility for securities transfers from provincial corporate legislation and placing it within legislation that deals exclusively with securities transfers. However, Canadian federal legislation has yet to respond to the ubiquitous indirect holding system for federal corporations. This paper examines the case law history regarding the current CBCA part VII provisions and outlines the current prevailing methods of transferring securities. It then compares the operation of the CBCA Part VII provisions to general corporate law rationales. The impact of provincial securities legislation on the CBCA is evaluated and future of the CBCA Part VII provisions is analyzed focusing on efficiency concerns. Finally, responses by the Canadian federal government are evaluated and two possible solutions are offered as rational and efficient responses under the current circumstances.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.022 | 0.042 |
| Meta-epidemiology (narrow) | 0.000 | 0.001 |
| Meta-epidemiology (broad) | 0.001 | 0.000 |
| Bibliometrics | 0.002 | 0.003 |
| Science and technology studies | 0.010 | 0.025 |
| Scholarly communication | 0.017 | 0.008 |
| Open science | 0.003 | 0.004 |
| Research integrity | 0.007 | 0.004 |
| Insufficient payload (model declined to judge) | 0.005 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".