(c) make any further order it thinks fit.
Limitation	796. An action to enforce a liability imposed by section 794 may not be commenced after two years from the date of the resolution authorizing the action complained of.
Liability for wages	797. (1) Subject to subsections (2) and (3), the directors of a bank holding company are jointly and severally liable to each employee of the bank holding company for all debts not exceeding six months wages payable to the employee for services performed for the bank holding company while they are directors.
Conditions precedent	(2) A director is not liable under subsection (1) unless
	(a) the bank holding company has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part;
	(b) the bank holding company has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proven within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or
	(c) the bank holding company has made an assignment or a receiving order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the assignment or receiving order.
Limitations	(3) A director is not liable under subsection (1) unless the director is sued for a debt referred to in that subsection while a director or within two years after the director has ceased to be a director.
Amount due after execution	(4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.
Subrogation of director	(5) Where a director of a bank holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment.
Contribution entitlement	(6) A director of a bank holding company who has satisfied a claim under this section is entitled to a contribution from the other directors of the bank holding company who are liable for the claim.
Reliance on statement	798. A director, an officer or an employee of a bank holding company is not liable under subsection 748(1) or (2) or section 794 or 797 if the director, officer or employee relies in good faith on
	(a) financial statements of the bank holding company represented to the director, officer or employee by an officer of the bank holding company or in a written report of the auditor of the bank holding company fairly to reflect the financial condition of the bank holding company; or
	(b) a report of an accountant, lawyer, notary or other professional person whose profession lends credibility to a statement made by the professional person.
Indemnifi- cation of directors and officers	799. (1) Except in respect of an action by or on behalf of the bank holding company to procure a judgment in its favour, a bank holding company may indemnify
	(a) a director or an officer of the bank holding company,
	(b) a former director or officer of the bank holding company, or
	(c) any person who acts or acted at the bank holding company's request as a director or an officer of an entity of which the bank holding company is or was a shareholder or creditor
	against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a person referred to in any of paragraphs (a) to (c), if
	(d) the director, officer or person acted honestly and in good faith with a view to the best interests of the bank holding company, and
	(e) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the director, officer or person had reasonable grounds for believing that the impugned conduct was lawful.
Indemnifi- cation in derivative action	(2) A bank holding company may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the bank holding company or entity to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the bank holding company or entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in connection with that action if the person fulfils the conditions set out in paragraphs (1)(d) and (e).
Right to indemnity	(3) Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the bank holding company in respect of all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the bank holding company or an entity, if the person seeking indemnity
	(a) was substantially successful on the merits in the defence of the action or proceedings; and
	(b) fulfils the conditions set out in paragraphs (1)(d) and (e).
Heirs	(4) A bank holding company may, to the extent referred to in subsections (1) to (3) in respect of the person, indemnify the heirs or personal representatives of any person the bank holding company may indemnify pursuant to subsections (1) to (3).
Directors' and officers' insurance	800. A bank holding company may purchase and maintain insurance for the benefit of any person referred to in section 799 against any liability incurred by the person
	(a) in the capacity of a director or an officer of the bank holding company, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the bank holding company; or
	(b) in the capacity of a director or an officer of another entity where the person acts or acted in that capacity at the bank holding company's request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.
Application to court for indemnificatio n	801. (1) A bank holding company or a person referred to in section 799 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit.
Notice to Superinten- dent	(2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel.
Other notice	(3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
	Fundamental Changes
	Amendments
Sections 215 to 222 apply	802. Sections 215 to 222 apply in respect of bank holding companies, subject to the following:
	(a) references to ``bank'' in those sections are to be read as references to ``bank holding company'';
	(b) references to ``this Act'' in those sections are to be read as references to ``this Part'';
	(c) the reference to ``subsection 159(1) and section 168'' in paragraph 217(1)(i) is to be read as a reference to ``subsection 749(1) and section 756''; and
	(d) the reference to ``sections 143 and 144'' in subsection 221(1) is to be read as a reference to ``sections 732 and 733''.
	Amalgamation
Application to amalgamate	803. (1) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including banks and bank holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one bank holding company.
Restriction	(2) Despite subsection (1), if one of the applicants is a bank holding company that controls a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies, the Minister shall not issue letters patent referred to in subsection (1) unless
	(a) the amalgamated bank holding company would be a widely held bank holding company; or
	(b) the amalgamated bank holding company would be controlled by a widely held bank holding company that, at the time the application was made, controlled
	(i) the applicant, or
	(ii) any other applicant that is a bank holding company that controls a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies.
Restriction	(3) Despite subsection (1), if the amalgamated bank holding company would be a bank holding company with equity of five billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank holding company is
	(a) widely held;
	(b) controlled, within the meaning of paragraphs 3(1)(a) and (d), by a widely held bank, or by a widely held bank holding company, that controlled one of the applicants at the time the application was made; or
	(c) controlled, within the meaning of paragraph 3(1)(d), by a widely held insurance holding company, or by an eligible Canadian financial institution, within the meaning of subsection 370(1), other than a bank, or by an eligible foreign institution, within the meaning of subsection 370(1), that controlled one of the applicants at the time the application was made.
Amalgama- tion agreement	804. (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.
Contents of agreement	(2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,
	(a) the name of the amalgamated bank holding company and the place in Canada where its head office is to be situated;
	(b) the name and place of ordinary residence of each proposed director of the amalgamated bank holding company;
	(c) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated bank holding company;
	(d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated bank holding company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated bank holding company;
	(e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated bank holding company or of any other body corporate that are to be issued in the amalgamation;
	(f) the proposed by-laws of the amalgamated bank holding company;
	(g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated bank holding company; and
	(h) the proposed effective date of the amalgamation.
Cross ownership of shares	(3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated bank holding company.
Approval of agreement by Minister	805. An amalgamation agreement shall be submitted to the Minister for approval and any approval of such an agreement pursuant to subsection 806(4) by the holders of any class or series of shares of an applicant is invalid unless, prior to the date of the approval, the Minister has approved the agreement in writing.
Shareholder approval	806. (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the holders of shares of the applicant body corporate of which they are directors and, subject to subsection (3), to the holders of each class or series of such shares.
Right to vote	(2) Each share of an applicant carries the right to vote in respect of an amalgamation whether or not it otherwise carries the right to vote.
Class vote	(3) The holders of shares of a class or series of shares of an applicant are entitled to vote separately as a class or series in respect of an amalgamation if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.
Special resolution	(4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant that is a body corporate have approved the amalgamation by special resolution.
Termination	(5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the shareholders of all or any of the applicant bodies corporate.
Vertical short-form amalgamation	807. (1) A bank holding company may, without complying with sections 804 to 806, amalgamate with one or more bodies corporate that are incorporated by or under an Act of Parliament if the body or bodies corporate, as the case may be, are wholly-owned subsidiaries of the bank holding company and
	(a) the amalgamation is approved by a resolution of the directors of the bank holding company and of each amalgamating subsidiary; and
	(b) the resolutions provide that
	(i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof,
	(ii) the letters patent of amalgamation and the by-laws of the amalgamated bank holding company will be the same as the incorporating instrument and the by-laws of the amalgamating bank holding company that is the holding body corporate, and
	(iii) no securities will be issued by the amalgamated bank holding company in connection with the amalgamation.
Horizontal short-form amalgamation	(2) Two or more bodies corporate incorporated by or under an Act of Parliament may amalgamate and continue as one bank holding company without complying with sections 804 to 806 if
	(a) at least one of the applicants is a bank holding company;
	(b) the applicants are all wholly-owned subsidiaries of the same holding body corporate;
	(c) the amalgamation is approved by a resolution of the directors of each of the applicants; and
	(d) the resolutions provide that
	(i) the shares of all applicants, except those of one of the applicants that is a bank holding company, will be cancelled without any repayment of capital in respect thereof,
	(ii) the letters patent of amalgamation and the by-laws of the amalgamated bank holding company will be the same as the incorporating instrument and the by-laws of the amalgamating bank holding company whose shares are not cancelled, and
	(iii) the stated capital of the amalgamating bank holding companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating bank holding company whose shares are not cancelled.
Joint application to Minister	808. (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 806(5), the applicants shall, within three months after the approval of the agreement in accordance with subsection 806(4) or the approval of the directors in accordance with subsection 807(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one bank holding company.
Conditions precedent to application	(2) No application for the issue of letters patent under subsection (1) may be made unless
	(a) notice of intention to make such an application has been published at least once a week for a period of four consecutive weeks in the Canada Gazette and in a newspaper in general circulation at or near the place where the head office of each applicant is situated; and