| Matters for
consideration
|
(4) Before issuing letters patent of
amalgamation continuing the applicants as
one company, the Minister shall take into
account all matters that the Minister considers
relevant to the application, including
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(a) the sources of continuing financial
support for the amalgamated company;
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(b) the soundness and feasibility of the
plans of the applicants for the future
conduct and development of the business of
the amalgamated company;
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(c) the business record and experience of
the applicants;
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(d) the reputation of the applicants for being
operated in a manner that is consistent with
the standards of good character and
integrity;
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(e) whether the amalgamated company will
be operated responsibly by persons with the
competence and experience suitable for
involvement in the operation of a financial
institution;
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(f) the impact of any integration of the
operations and businesses of the applicants
on the conduct of those operations and
businesses; and
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(g) the best interests of the financial system
in Canada.
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510. The Act is amended by adding the
following after section 234:
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| Court
enforcement
|
234.1 (1) If a company or any director,
officer, employee or agent of a company is
contravening or has failed to comply with any
term or condition made in respect of the
issuance of letters patent of amalgamation, the
Minister may, in addition to any other action
that may be taken under this Act, apply to a
court for an order directing the company or the
director, officer, employee or agent to comply
with the term or condition, cease the
contravention or do any thing that is required
to be done, and on the application the court
may so order and make any other order it
thinks fit.
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| Appeal
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(2) An appeal from an order of a court under
this section lies in the same manner as, and to
the same court to which, an appeal may be
taken from any other order of the court.
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511. (1) Section 244 of the Act is amended
by adding the following after subsection (5):
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| Electronic
access
|
(5.1) A company may make the information
contained in records referred to in subsection
243(1) available to persons by any system of
mechanical or electronic data processing or
any other information storage device that is
capable of reproducing the records in
intelligible written form within a reasonable
time.
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(2) Subsection 244(6) of the French
version of the Act is replaced by the
following:
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| Exemplaires
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(6) Les actionnaires peuvent sur demande et
sans frais, une fois par année civile, obtenir un
exemplaire des règlements administratifs de
la société.
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512. Subsection 250(1) of the Act is
replaced by the following:
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| Location and
processing of
information
|
250. (1) Subject to subsection (3), a
company shall maintain and process in
Canada any information or data relating to the
preparation and maintenance of the records
referred to in section 243 unless the
Superintendent has, subject to any terms and
conditions that the Superintendent considers
appropriate, exempted the company from the
application of this section.
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513. Subsection 253(3) of the Act is
replaced by the following:
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| Application of
certain
provisions
|
(3) Subsections 244(5) and (5.1) and
sections 245 and 247 to 250 apply, with any
modifications that the circumstances require,
in respect of a central securities register.
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514. (1) The portion of paragraph
313(3)(a) of the Act before subparagraph (i)
is replaced by the following:
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(a) a list of the subsidiaries of the company,
other than subsidiaries that are not required
to be listed by the regulations and
subsidiaries acquired pursuant to section
457 or pursuant to a realization of security
in accordance with section 458 and which
the company would not otherwise be
permitted to hold, showing, with respect to
each subsidiary,
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(2) Section 313 of the Act is amended by
adding the following after subsection (4):
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| Regulations
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(5) The Governor in Council may make
regulations respecting subsidiaries that are not
required to be listed for the purposes of
paragraph (3)(a).
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| 1997, c. 15,
s. 371
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515. Section 317 of the Act is replaced by
the following:
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| Copy to
Superintenden
t
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317. (1) Subject to subsection (2), a
company shall send to the Superintendent a
copy of the documents referred to in
subsections 313(1) and (3) not later than
twenty-one days before the date of each
annual meeting of shareholders of the
company.
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| Later filing
|
(2) If a company's shareholders sign a
resolution under paragraph 155(1)(b) in lieu
of an annual meeting, the company shall send
a copy of the documents referred to in
subsections 313(1) and (3) to the
Superintendent not later than thirty days after
the signing of the resolution.
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516. (1) Subsection 320(3) of the Act is
replaced by the following:
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| Notice of
designation
|
(3) Within fifteen days after the
appointment of a firm of accountants as
auditor of a company, the company and the
firm of accountants shall jointly designate a
member of the firm who meets the
qualifications described in subsection (1) to
conduct the audit of the company on behalf of
the firm and the company shall forthwith
notify the Superintendent in writing of the
designation.
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(2) Subsection 320(4) of the French
version of the Act is replaced by the
following:
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| Remplacemen
t d'un
membre
désigné
|
(4) Si, pour une raison quelconque, le
membre désigné cesse de remplir ses
fonctions, la société et le cabinet de
comptables peuvent désigner conjointement
un autre membre qui remplit les conditions du
paragraphe (1); la société en avise sans délai
par écrit le surintendant.
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517. Subsection 374(2) of the Act is
replaced by the following:
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| Priority not
affected
|
(2) Nothing in subsection (1) prejudices or
affects the priority of any holder of any
security interest in any property of a company.
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518. Subsections 375(3) to (5) of the Act
are replaced by the following:
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| Exemption
|
(3) On application by a company, the
Superintendent may exempt from the
application of this section and section 376 any
class of non-voting shares of the company if
the aggregate book value of the shares of the
class is not more than 30 per cent of the
aggregate book value of all the outstanding
shares of the company.
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| 1997, c. 15,
s. 372
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519. Section 375.1 of the Act is replaced
by the following:
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| No acquisition
of control
without
approval
|
375.1 No person shall acquire control,
within the meaning of paragraph 3(1)(d), of a
company, without the prior approval of the
Minister.
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520. Subsection 378(1) of the Act is
replaced by the following:
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| Where
approval not
required
|
378. (1) Despite sections 375 and 376, the
approval of the Minister is not required if
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(a) the Superintendent has, by order,
directed the company to increase its capital
and shares of the company are issued and
acquired in accordance with such terms and
conditions as may be specified in the order;
or
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(b) a person who controls, within the
meaning of paragraph 3(1)(a), the company
acquires additional shares of the company.
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521. Section 379 of the Act is replaced by
the following:
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| Public
holding
requirement
|
379. (1) Every company shall, from and
after the day determined under this section in
respect of that company, have, and continue to
have, voting shares that carry at least 35 per
cent of the voting rights attached to all of the
outstanding voting shares of the company and
that are
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(a) shares of one or more classes of shares
that are listed and posted for trading on a
recognized stock exchange in Canada; and
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(b) shares none of which is beneficially
owned by a person who is a major
shareholder of the company in respect of the
voting shares of the company or by any
entity that is controlled by a person who is
a major shareholder of the company in
respect of such shares.
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| Determination
of day
|
(2) If the company has equity of one billion
dollars or more on the day it comes into
existence, the day referred to in subsection (1)
is the day that is three years after that day and,
in the case of any other company, the day
referred to in subsection (1) is the day that is
three years after the day of the first annual
meeting of the shareholders of the company
held after the equity of the company first
reaches one billion dollars.
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| Extension
|
(3) If general market conditions so warrant
and the Minister is satisfied that a company
has used its best efforts to be in compliance
with this section on the day determined under
subsection (2), the Minister may specify a
later day as the day from and after which the
company must comply with subsection (1).
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522. Subsection 380(1) of the Act is
replaced by the following:
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| Limit on
assets
|
380. (1) Unless an exemption order with
respect to the company is granted under
section 382, if a company fails to comply with
section 379 in any month, the Minister may, by
order, require the company not to have, until
it complies with that section, average total
assets in any three month period ending on the
last day of a subsequent month exceeding the
company's average total assets in the three
month period ending on the last day of the
month immediately before the month
specified in the order.
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| 1991, c. 47,
par. 753(b)
|
523. (1) The portion of subsection 382(1)
of the Act before paragraph (f) is replaced
by the following:
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| Exemption by
order of
Minister
|
382. (1) An entity that controls a company
and that is
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(b) a bank that would be in compliance with
section 379 if it were a company,
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(b.1) a widely held bank holding company,
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(b.2) a bank holding company that would be
in compliance with section 379 if it were a
company,
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(c) a company that is in compliance with
section 379,
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(d) an insurance company, other than a
mutual company, to which the Insurance
Companies Act applies that would be in
compliance with section 379 if it were a
company,
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(d.1) a mutual company or a fraternal
benefit society to which the Insurance
Companies Act applies,
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(d.2) an insurance holding company that
would be in compliance with section 379 if
it were a company,
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(e) an association to which the Cooperative
Credit Associations Act applies,
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(2) Paragraph 382(5)(a) of the Act is
replaced by the following:
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(a) the entity that applied for the exemption
order ceases to control the company;
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|
| 1997, c. 15,
s. 374
|
524. Sections 384 to 386 of the Act are
replaced by the following:
|
|
| Acquisition of
control
permitted
|
384. (1) Subject to subsection (2) and
sections 376 and 385, section 379 does not
apply in respect of a company if a person
acquires control of a company with equity of
one billion dollars or more through the
purchase or other acquisition of all or any
number of the shares of the company by the
person or by any entity controlled by the
person.
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| Undertaking
required
|
(2) Subsection (1) applies only if the person
provides the Minister with an undertaking
satisfactory to the Minister to do all things
necessary so that, within three years after the
acquisition, or any other period that the
Minister may specify, the company has voting
shares that carry at least 35 per cent of the
voting rights attached to all of the outstanding
voting shares of the company and that are
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(a) shares of one or more classes of shares
that are listed and posted for trading on a
recognized stock exchange in Canada; and
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(b) shares none of which is beneficially
owned by a person who is a major
shareholder of the company in respect of the
voting shares of the company or by any
entity that is controlled by a person who is
a major shareholder of the company in
respect of such shares.
|
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| Application of
section 379
|
385. At the expiration of the period for
compliance with an undertaking referred to in
subsection 384(2), section 379 shall apply in
respect of the company to which the
undertaking relates.
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| Restriction on
voting rights
|
386. (1) If, with respect to any company, a
particular person contravenes section 375 or
375.1 or fails to comply with an undertaking
referred to in subsection 384(2) or with any
term or condition imposed under section 389,
no person, and no entity controlled by the
particular person, shall, in person or by proxy,
exercise any voting rights
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(a) that are attached to shares of the
company beneficially owned by the
particular person or any entity controlled by
the particular person; or
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(b) that are subject to an agreement entered
into by the particular person, or any entity
controlled by the particular person,
pertaining to the exercise of the voting
rights.
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| Subsection (1)
ceases to
apply
|
(2) Subsection (1) ceases to apply in respect
of a person when, as the case may be,
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(a) the shares to which the contravention
relates have been disposed of;
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(b) the person ceases to control the
company within the meaning of paragraph
3(1)(d);
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(c) if the person failed to comply with an
undertaking referred to in subsection
384(2), the company complies with section
379; or
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(d) if the person failed to comply with a
term or condition imposed under section
389, the person complies with the term or
condition.
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525. Section 387 of the Act is replaced by
the following:
|
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| Application
for approval
|
387. (1) An application for an approval of
the Minister required under this Part must be
filed with the Superintendent and contain the
information, material and evidence that the
Superintendent may require.
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| Applicant
|
(2) If, with respect to any particular
transaction, this Part applies to more than one
person, any one of those persons may make the
application to the Minister for approval on
behalf of all of those persons.
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526. Subsection 388(1) of the Act is
replaced by the following:
|
|
| Matters for
consideration
|
388. (1) Subject to subsection (2), if an
application for an approval under section 375
is made, the Minister, in determining whether
or not to approve the transaction, shall take
into account all matters that the Minister
considers relevant to the application,
including
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(a) the nature and sufficiency of the
financial resources of the applicant or
applicants as a source of continuing
financial support for the company;
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(b) the soundness and feasibility of the
plans of the applicant or applicants for the
future conduct and development of the
business of the company;
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(c) the business record and experience of
the applicant or applicants;
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(d) the character and integrity of the
applicant or applicants or, if the applicant or
any of the applicants is a body corporate, its
reputation for being operated in a manner
that is consistent with the standards of good
character and integrity;
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(e) whether the company will be operated
responsibly by persons with the
competence and experience suitable for
involvement in the operation of a financial
institution;
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(f) the impact of any integration of the
businesses and operations of the applicant
or applicants with those of the company on
the conduct of those businesses and
operations; and
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(g) the best interests of the financial system
in Canada.
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527. Section 389 of the Act is replaced by
the following:
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