Bill C-38
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``mutual fund
distribution
entity'' « courtier de fonds mutuels »
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``mutual fund distribution entity'' means an
entity whose principal activity is acting as
a selling agent of units, shares or other
interests in a mutual fund and acting as a
collecting agent in the collection of
payments for any such interests if
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``mutual fund
entity'' « entité s'occupant de fonds mutuels »
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``mutual fund entity'' means an entity
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``participating
share'' « action partici- pante »
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``participating share'' means a share of a body
corporate that carries the right to participate
in the earnings of the body corporate to an
unlimited degree and to participate in a
distribution of the remaining property of the
body corporate on dissolution.
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``permitted
entity'' « entité admissible »
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``permitted entity'' means an entity in which
a company is permitted to acquire a
substantial investment under section 453.
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``prescribed
subsidiary'' « filiale réglementai- re »
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``prescribed subsidiary'' means a subsidiary
that is one of a prescribed class of
subsidiaries.
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``specialized
financing
entity'' « entité s'occupant de financement spécial »
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``specialized financing entity'' means a
specialized financing entity as defined in
the regulations.
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Members of a
company's
group
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(2) For the purpose of this Part, a member
of a company's group is any of the following:
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Non-applicati
on of Part
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(3) This Part does not apply in respect of
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General Constraints on Investments |
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Investment
standards
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450. The directors of a company shall
establish and the company shall adhere to
investment and lending policies, standards
and procedures that a reasonable and prudent
person would apply in respect of a portfolio of
investments and loans to avoid undue risk of
loss and obtain a reasonable return.
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Restriction on
control and
substantial
investments
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451. (1) Subject to subsections (2) to (4) , no
company shall acquire control of, or hold ,
acquire or increase a substantial investment
in, any entity other than a permitted entity.
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Exception:
indirect
investments
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(2) A company may acquire control of, or
acquire or increase a substantial investment
in, an entity other than a permitted entity by
way of
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Exception:
temporary
investments,
realizations
and loan
workouts
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(3) A company may acquire control of, or
acquire or increase a substantial investment
in, an entity by way of
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Exception:
specialized
financing
regulations
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(4) A company may acquire control of, or
hold, acquire or increase a substantial
investment in, an entity other than a permitted
entity if it does so in accordance with
regulations made under paragraph 452(d)
concerning specialized financing.
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Exception:
uncontrolled
event
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(5) A company is deemed not to contravene
subsection (1) if the company 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
company.
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Regulations
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452. The Governor in Council may make
regulations
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Subsidiaries and Equity Investments |
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Permitted
investments
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453. (1) Subject to subsections (6) to (8) and
Part XI, a company may acquire control of, or
acquire or increase a substantial investment in
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Permitted
investments
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(2) Subject to subsections (3) to (6) and Part
XI, a company 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 (j), whose business
is limited to one or more of the following:
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Restriction
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(3) A company may not acquire control of,
or acquire or increase a substantial investment
in, an entity whose business includes any
activity referred to in any of paragraphs (2)(a)
to (e) if the entity engages in the business of
accepting deposit liabilities or if the activities
of the entity include
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Control
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(4) Subject to subsection (8) and the
regulations, a company may not acquire
control of, or acquire or increase a substantial
investment in,
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Minister's
approval
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(5) Subject to the regulations, a company
may not, without the prior written approval of
the Minister,
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Superinten- dent's approval
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(6) Subject to subsection (7) and the
regulations, a company may not acquire
control of, or acquire or increase a substantial
investment in, an entity referred to in any of
paragraphs (1)(g) to (j) or (4)(b) unless the
company obtains the approval of the
Superintendent.
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Exception
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(7) Subsection (6) does not apply in respect
of a particular transaction if the Minister has
approved the transaction under subsection (5)
or is deemed to have approved it under
subsection 454(1).
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Control not
required
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(8) A company need not control an entity
referred to in paragraph (1)(j), or an entity that
is incorporated or formed otherwise than by or
under an Act of Parliament or of the
legislature of a province, if the laws or
customary business practices of the country
under the laws of which the entity was
incorporated or formed do not permit the
company to control the entity.
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Prohibition on
giving up
control in fact
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(9) A company that, under subsection (4),
controls an entity may not, without the prior
written approval of the Minister, give up
control, within the meaning of paragraph
3(1)(d), of the entity while it continues to
control the entity.
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