132 (1) A director or officer of a corporation who, (a)  is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b)  is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest.  R.S.O. 1990, c. B.16, s. 132 (1). by director (2) The disclosure required by subsection (1) shall be made, in the case of a director, (a)  at the meeting at which a proposed contract or transaction is first considered; (b)  if the director was not then interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested; (c)  if the director becomes interested after a contract is made or a transaction is entered into, at the first meeting after he or she becomes so interested; or (d)  if a person who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director.  R.S.O. 1990, c. B.16, s. 132 (2). by officer (3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director, (a)  forthwith after the officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of directors; (b)  if the officer becomes interested after a contract is made or a transaction is entered into, forthwith after he or she becomes so interested; or (c)  if a person who is interested in a contract or transaction later becomes an officer, forthwith after he or she becomes an officer.  R.S.O. 1990, c. B.16, s. 132 (3). Where contract or transaction does not require approval (4) Despite subsections (2) and (3), where subsection (1) applies to a director or officer in respect of a material contract or transaction or proposed material contract or transaction that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, the director or officer shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest forthwith after the director or officer becomes aware of the contract or transaction or proposed contract or transaction.  R.S.O. 1990, c. B.16, s. 132 (4). Director not to vote (5) A director referred to in subsection (1) shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is, (a)  one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b)  one for indemnity or insurance under section 136; or (c)  one with an affiliate.  2006, c. 34, Sched. B, s. 23 (1). Remaining directors deemed quorum (5.1) If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of subsection (5), the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution.  2006, c. 34, Sched. B, s. 23 (2). Shareholder approval (5.2) Where all of the directors are required to make disclosure under subsection (1), the contract or transaction may be approved only by the shareholders.  2006, c. 34, Sched. B, s. 23 (2). Continuing disclosure (6) For the purposes of this section, a general notice to the directors by a director or officer disclosing that he or she is a director or officer of or has a material interest in a person, or that there has been a material change in the director’s or officer’s interest in the person, and is to be regarded as interested in any contract made or any transaction entered into with that person, is sufficient disclosure of interest in relation to any such contract or transaction.  2006, c. 34, Sched. B, s. 23 (3). Effect of disclosure (7) Where a material contract is made or a material transaction is entered into between a corporation and a director or officer of the corporation, or between a corporation and another person of which a director or officer of the corporation is a director or officer or in which he or she has a material interest, (a)  the director or officer is not accountable to the corporation or its shareholders for any profit or gain realized from the contract or transaction; and (b)  the contract or transaction is neither void nor voidable, by reason only of that relationship or by reason only that the director is present at or is counted to determine the presence of a quorum at the meeting of directors that authorized the contract or transaction, if the director or officer disclosed his or her interest in accordance with subsection (2), (3), (4) or (6), as the case may be, and the contract or transaction was reasonable and fair to the corporation at the time it was so approved.  R.S.O. 1990, c. B.16, s. 132 (7). Confirmation by shareholders (8) Despite anything in this section, a director or officer, acting honestly and in good faith, is not accountable to the corporation or to its shareholders for any profit or gain realized from any such contract or transaction by reason only of his or her holding the office of director or officer, and the contract or transaction, if it was reasonable and fair to the corporation at the time it was approved, is not by reason only of the director’s or officer’s interest therein void or voidable, where, (a)  the contract or transaction is confirmed or approved by special resolution at a meeting of the shareholders duly called for that purpose; and (b)  the nature and extent of the director’s or officer’s interest in the contract or transaction are disclosed in reasonable detail in the notice calling the meeting or in the information circular required by section 112.  R.S.O. 1990, c. B.16, s. 132 (8). Court setting aside contract (9) Subject to subsections (7) and (8), where a director or officer of a corporation fails to disclose his or her interest in a material contract or transaction in accordance with this section or otherwise fails to comply with this section, the corporation or a shareholder of the corporation, or, in the case of an offering corporation, the Commission may apply to the court for an order setting aside the contract or transaction and directing that the director or officer account to the corporation for any profit or gain realized and upon such application the court may so order or make such other order as it thinks fit.  R.S.O. 1990, c. B.16, s. 132 (9). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 23 (1-3) - 01/08/2007