(e) transactions approved by the Minister under subsection 715(1) of this Act or subsection 678(1) of the Bank Act; or
	(f) if a company is controlled by a widely held insurance holding company or a widely held bank holding company, transactions approved by the Superintendent that are entered as part of, or in the course of, a restructuring of the holding company or of any entity controlled by it.
1997, c. 15, s. 278	(2) Subsection 519(4) of the Act is replaced by the following:
Exception for holding body corporate	(4) A holding body corporate of a company is not a related party of the company if the holding body corporate is a Canadian financial institution that is referred to in any of paragraphs (a) to (d) of the definition ``financial institution'' in subsection 2(1).
	429. The Act is amended by adding the following after section 528:
Transactions with holding companies	528.1 (1) Subject to subsection (2) and sections 528.2 and 528.3, if a widely held insurance holding company or a widely held bank holding company has a significant interest in any class of shares of a company, the company may enter into any transaction with the holding company or with any other related party of the company that is an entity in which the holding company has a substantial investment.
Policies and procedures	(2) The company shall adhere to policies and procedures established under subsection 204(3) when entering into the transaction.
Restriction	528.2 (1) If a company enters into a transaction with a related party of the company with whom the company may enter into transactions under subsection 528.1(1) and that is not a federal financial institution, the company shall not directly or indirectly make, take an assignment of or otherwise acquire a loan to the related party, make an acceptance, endorsement or other guarantee on behalf of the related party or make an investment in the securities of the related party if, immediately following the transaction, the aggregate financial exposure, as that expression is defined by the regulations, of the company would exceed
	(a) in respect of all transactions of the company with the related party, the prescribed percentage of the company's regulatory capital or, if no percentage is prescribed, five per cent of the company's regulatory capital; or
	(b) in respect of all transactions of the company with such related parties of the company, the prescribed percentage of the company's regulatory capital or, if no percentage is prescribed, ten per cent of the company's regulatory capital.
Order	(2) If the Superintendent is of the opinion that it is necessary for the protection of the interests of the policyholders and creditors of a company, the Superintendent may, by order,
	(a) reduce the limit in paragraph (1)(a) or (b) that would otherwise apply to the company; and
	(b) impose limits on transactions by the company with related parties with whom the company may enter into transactions under subsection 528.1(1) that are federal financial institutions.
Order	(3) The Superintendent may, by order, increase the limit in paragraph (1)(a) or (b) that would otherwise apply to a company on transactions by the company with related parties that are financial institutions that are regulated in a manner acceptable to the Superintendent.
Assets transactions	528.3 (1) Despite subsection 527(3), a company shall not, without the approval of the Superintendent and its conduct review committee, directly or indirectly acquire assets from a related party of the company with whom the company may enter into transactions under subsection 528.1(1) that is not a federal financial institution, or directly or indirectly transfer assets to such a related party if
	A + B > C
	where
	A is the value of the assets;
	B is the total value of all assets that the company directly or indirectly acquired from, or directly or indirectly transferred to, that related party in the twelve months ending immediately before the acquisition or transfer; and
	C is five per cent, or the percentage that may be prescribed, of the total value of the assets of the company, as shown in the last annual statement of the company prepared before the acquisition or transfer.
Exception	(2) The prohibition in subsection (1) does not apply in respect of assets purchased or otherwise acquired under subsection 527(1), assets sold under subsection 527(2) or any other assets that may be prescribed.
Exception	(3) The approval of the Superintendent is not required if
	(a) the company sells assets under a sale agreement that is approved by the Minister under subsection 254(2); or
	(b) the company or its subsidiary acquires shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 495(7) is required or the approval of the Superintendent under subsection 495(8) is required.
Value of assets	(4) For the purposes of ``A'' in subsection (1), the value of the assets is
	(a) in the case of assets that are acquired, the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which will be included in the annual statement of the company after the acquisition, the fair market value of the assets; and
	(b) in the case of assets that are transferred, the book value of the assets as stated in the last annual statement of the company prepared before the transfer or, if the assets are shares of, or ownership interests in, an entity the assets of which were included in the last annual statement of the company before the transfer, the value of the assets as stated in the annual statement.
Total value of all assets	(5) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has acquired during the period of twelve months referred to in subsection (1) is the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which immediately after the acquisition were included in the annual statement of the company, the fair market value of the assets of the entity at the date of the acquisition.
Total value of all assets	(6) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has transferred during the period of twelve months referred to in subsection (1) is the book value of the assets as stated in the last annual statement of the company prepared before the transfer or, if the assets are shares of, or ownership interests in, an entity the assets of which were included in the last annual statement of the company before the transfer, the value of the assets of the entity as stated in the annual statement.
	430. Paragraph 534(2)(b) of the Act is replaced by the following:
	(b) in respect of any other transaction,
	(i) terms and conditions, including those relating to price, rent or interest rate, that might reasonably be expected to apply in a similar transaction in an open market under conditions requisite to a fair transaction between parties who are at arm's length and who are acting prudently, knowledgeably and willingly, or
	(ii) if the transaction is one that would not reasonably be expected to occur in an open market between parties who are at arm's length, terms and conditions, including those relating to price, rent or interest rate, that would reasonably be expected to provide the company with fair value, having regard to all the circumstances of the transaction, and that would be consistent with the parties to the transaction acting prudently, knowledgeably and willingly.
	431. Section 539 of the Act is replaced by the following:
Order to void contract or to grant other remedy	539. (1) If a company enters into a transaction that it is prohibited from entering into by this Part, the company or the Superintendent may apply to a court for an order setting aside the transaction or for any other appropriate remedy, including an order directing that the related party of the company involved in the transaction account to the company for any profit or gain realized or that any director or senior officer of the company who authorized the transaction compensate the company for any loss or damage incurred by the company.
Time limit	(2) An application under subsection (1) in respect of a particular transaction may only be made within the period of three months following the day the notice referred to in section 538 in respect of the transaction is given to the Superintendent or, if no such notice is given, the day the Superintendent becomes aware of the transaction.
Certificate	(3) For the purposes of subsection (2), a document purporting to have been issued by the Superintendent, certifying the day on which the Superintendent became aware of the transaction, shall, in the absence of evidence to the contrary, be received in evidence as conclusive proof of that fact without proof of the signature or of the official character of the person appearing to have signed the document and without further proof.
	432. (1) Subsection 540(1) of the Act is amended by adding the following in alphabetical order:
``permitted entity'' « entité admissible »	``permitted entity'' means an entity in which a society is permitted to acquire a substantial investment under section 554.
	(2) Subsection 540(2) of the Act is replaced by the following:
Members of a society's group	(2) For the purpose of section 554, a member of a society's group is any of the following:
	(a) a subsidiary of the society;
	(b) an entity in which the society has a substantial investment; or
	(c) a prescribed entity in relation to the society.
Words of Part IX	(3) Words and expressions that are defined for the purposes of Part IX and referred to in this Part, other than ``permitted entity'', have, for the purposes of this Part, the meanings assigned to them by that Part with any modifications that the circumstances require.
1997, c. 15, s. 285	433. Section 542.07 of the Act is replaced by the following:
Policies re security interests	542.07 (1) The directors of a society shall establish and the society shall adhere to policies regarding the creation of security interests in property of the society to secure obligations of the society and the acquisition by the society of beneficial interests in property that is subject to security interests.
Order to amend policies	(2) The Superintendent may, by order, direct a society to amend its policies as specified in the order.
Compliance	(3) A society shall comply with an order made under subsection (2) within the time specified in the order.
Regulations and guidelines	542.071 The Governor in Council may make regulations and the Superintendent may make guidelines respecting the creation by a society of security interests in its property to secure obligations of the society and the acquisition by the society of beneficial interests in property that is subject to security interests.
1997, c. 15, s. 285	434. Section 542.09 of the Act is replaced by the following:
Restriction on partnerships	542.09 Except with the approval of the Superintendent, a society may not be a general partner in a limited partnership or a partner in any partnership other than a limited partnership.
1997, c. 15, s. 285	435. (1) The portion of subsection 542.11(1) of the Act before paragraph (a) is replaced by the following:
Restriction on guarantees	542.11 (1) A society shall not guarantee on behalf of any person the payment or repayment of any sum of money unless
1997, c. 15, s. 285	(2) Subsection 542.11(2) of the French version of the Act is replaced by the following:
Exception	(2) Dans les cas où la personne visée au paragraphe (1) est une filiale de la société garante, celle-ci peut garantir une somme qui n'est pas fixe.
	436. The Act is amended by adding the following after section 544:
Change of name	544.1 (1) Despite anything contained in its incorporating instrument, a society may, by by-law passed and approved by the votes of at least two thirds of the members entitled to vote by the by-laws of the society who are present or represented at a special meeting duly called for considering the by-law, change the name of the society.
Effective date	(2) A by-law referred to in subsection (1) is not effective until the Superintendent approves it.
1997, c. 15, ss. 290 to 293; 1999, c. 31, s. 144	437. Sections 552 to 560 of the Act are replaced by the following:
Restriction on control and substantial investments	552. (1) Subject to subsections (2) and (3), no society shall acquire control of, or hold, acquire or increase a substantial investment in, any entity other than a permitted entity.
Exception: indirect investments	(2) A society may acquire control of, or acquire or increase a substantial investment in, an entity other than a permitted entity by way of
	(a) an acquisition of control of an entity referred to in any of paragraphs 554(1)(a) to (c), or of a prescribed entity, that controls or has a substantial investment in the entity; or
	(b) an acquisition of shares or ownership interests in the entity by
	(i) an entity referred to in any of paragraphs 554(1)(a) to (c), or a prescribed entity, that is controlled by the society, or
	(ii) an entity controlled by an entity referred to in any of paragraphs 554(1)(a) to (c), or a prescribed entity, that is controlled by the society.
Exception: temporary investments, realizations and loan workouts	(3) A society may acquire control of, or acquire or increase a substantial investment in, an entity by way of
	(a) a temporary investment permitted by section 557;
	(b) an acquisition of shares of a body corporate or of ownership interests in an unincorporated entity permitted by section 558; or
	(c) a realization of security permitted by section 559.
Exception: uncontrolled event	(4) A society is deemed not to contravene subsection (1) if the society acquires control of, or acquires or increases a substantial investment in, an entity solely as the result of an event not within the control of the society.
Regulations re limits	553. The Governor in Council may make regulations
	(a) respecting the determination of the amount or value of loans, investments and interests for the purposes of sections 550 to 570;
	(b) respecting the loans and investments, and the maximum aggregate amount of all loans and investments, that may be made or acquired by a society and its prescribed subsidiaries to or in a person and any persons connected with that person; and
	(c) specifying the classes of persons who are connected with any person for the purposes of paragraph (b).
	Subsidiaries and Equity Investments
Permitted investments	554. (1) Subject to subsections (4) and (5), a society may acquire control of, or acquire or increase a substantial investment in,
	(a) a company or a society;
	(b) an insurance corporation incorporated or formed by or under an Act of the legislature of a province; or
	(c) an entity that is incorporated or formed, and regulated, otherwise than by or under an Act of Parliament or of the legislature of a province and that is primarily engaged outside Canada in a business that, if carried on in Canada, would be the business of insurance.
Permitted investments	(2) Subject to subsections (3) to (5), a society may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (c), whose business is limited to one or more of the following:
	(a) engaging in any financial service activity or in any other activity that a property and casualty company is permitted to engage in under subsection 440(2) or section 441 or 442, other than paragraph 441(1)(h);
	(b) acquiring or holding shares of, or ownership interests in, entities in which a society is permitted under this Part to hold or acquire;