Bill C-38
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Aggregate Limit |
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Aggregate
limit
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466. A company shall not, and shall not
permit its prescribed subsidiaries to,
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if the aggregate value of
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and
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exceeds, or the acquisition or the making of
the improvement would cause that aggregate
value to exceed, the prescribed percentage of
the regulatory capital of the company.
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Miscellaneous |
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Regulations
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467. For the purposes of this Part, the
Governor in Council may make regulations
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Divestment
order
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468. (1) The Superintendent may, by order,
direct a company to dispose of, within any
period that the Superintendent considers
reasonable, any loan, investment or interest
made or acquired in contravention of this Part.
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Divestment
order
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(2) If , in the opinion of the Superintendent,
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the Superintendent may, by order, require the
company, within any period that the
Superintendent considers reasonable, to do all
things necessary to ensure that the company
no longer controls the body corporate or
unincorporated entity or has the ability to veto
or otherwise defeat any proposal referred to in
paragraph (b).
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Divestment
order
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(3) If
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the Superintendent may, by order, require the
company, within any period that the
Superintendent considers reasonable, to do all
things necessary to ensure that the company
no longer has a substantial investment in the
entity to which the undertaking relates.
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Exception
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(4) Subsection (2) does not apply in respect
of an entity in which a company has a
substantial investment permitted by this Part.
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Deemed
temporary
investment
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469. If a company controls or has a
substantial investment in an entity as
permitted by this Part and the company
becomes aware of a change in the business or
affairs of the entity that, if the change had
taken place before the acquisition of control
or of the substantial investment, would have
caused the entity not to be a permitted entity
or would have been such that approval for the
acquisition would have been required under
subsection 453(5) or (6) , the company is
deemed to have acquired, on the day the
company becomes aware of the change, a
temporary investment in respect of which
section 456 applies.
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Asset
transactions
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470. (1) A company shall not, and shall not
permit its subsidiaries to , without the
approval of the Superintendent, acquire assets
from a person or transfer assets to a person if
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A + B > C
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where
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A is the value of the assets;
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B is the total value of all assets that the
company and its subsidiaries acquired
from or transferred to that person in the
twelve months ending immediately before
the acquisition or transfer ; and
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C is ten per cent of the value of the total
assets of the company, as shown in the last
annual statement of the company prepared
before the acquisition or transfer .
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Exception
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(2) The prohibition in subsection (1) does
not apply in respect of
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Exception
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(3) The approval of the Superintendent is
not required if
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Value of
assets
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(4) For the purposes of ``A'' in subsection
(1), the value of the assets is
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Total value of
all assets
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(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.
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Total value of
all assets
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(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.
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Transitional
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471. Nothing in this Part requires
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But if the loan or investment would be
precluded or limited by this Part, the amount
of the loan or investment may not, except as
provided in subsections 456(2), 457(3) and
458(3), be increased after that date.
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529. Subsection 475(2) of the Act is
amended by striking out the word ``or'' at
the end of paragraph (c) and by adding the
following after paragraph (d):
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530. The Act is amended by adding the
following after section 476:
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Deeming
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476.1 For the purposes of this Part, a
transaction between a company and another
person is deemed to be a transaction with a
related party of the company if the proceeds of
the transaction are transferred to or used for
the benefit of a related party of the company
or if the transaction otherwise benefits a
related party of the company.
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531. The Act is amended by adding the
following after section 483:
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Transactions
with holding
companies
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483.1 (1) Subject to subsection (2) and
sections 483.2 and 483.3, 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.
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Policies and
procedures
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(2) The company shall adhere to policies
and procedures established under subsection
199(3) when entering into the transaction.
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Restriction
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483.2 (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 483.1(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
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Order
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(2) If the Superintendent is of the opinion
that it is necessary for the protection of the
interests of the depositors and creditors of a
company, the Superintendent may, by order,
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Order
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(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.
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Assets
transactions
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483.3 (1) Despite subsection 482(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 483.1(1) that is
not a federal financial institution, or directly
or indirectly transfer assets to such a related
party if
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A + B > C
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where
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A is the value of the assets;
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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
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C is five per cent, or the percentage that may
be prescribed, of the value of the total
assets of the company, as shown in the last
annual statement of the company prepared
before the acquisition or transfer.
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Exception
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(2) The prohibition in subsection (1) does
not apply in respect of assets purchased or
otherwise acquired under subsection 482(1),
assets sold under subsection 482(2) or any
other assets as may be prescribed.
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Exception
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(3) The approval of the Superintendent is
not required if
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Value of
assets
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(4) For the purposes of ``A'' in subsection
(1), the value of the assets is
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Total value of
all assets
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(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.
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Total value of
all assets
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(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.
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532. Paragraph 489(2)(b) of the Act is
replaced by the following:
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