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Bill S-5

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1st Session, 41st Parliament,

60 Elizabeth II, 2011

senate of canada

BILL S-5

An Act to amend the law governing financial institutions and to provide for related and consequential matters

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

Short title

1. This Act may be cited as the Financial System Review Act.

PART 1

1991, c. 46

BANK ACT

2001, c. 9, s. 35(7)

2. (1) The definition “consumer provision” in section 2 of the Bank Act is replaced by the following:

“consumer provision”
« disposition visant les consommateurs »

“consumer provision” means a provision referred to in paragraph (a) or (a.1) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

2001, c. 9, s. 35(5)

(2) The portion of the definition “banque étrangère” in section 2 of the French version of the Act after paragraph (g) is replaced by the following:

Sont exclues de la présente définition les filiales des banques figurant à l’annexe I dans sa version antérieure à l’entrée en vigueur de l’article 184 de la Loi sur l’Agence de la consommation en matière financière du Canada, sauf si le ministre prend la décision d’exclure une ou plusieurs de ces banques de l’application du paragraphe 378(1).

2007, c. 6, s. 4

3. Section 21 of the Act is replaced by the following:

Sunset provision

21. (1) Subject to subsections (2) and (4), banks shall not carry on business, and authorized foreign banks shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which banks may continue to carry on business and authorized foreign banks may continue to carry on business in Canada. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, until the end of 180 days after the first day of the first session of the next Parliament.

4. Subsection 60(3) of the Act is repealed.

2001, c. 9, s. 63; 2007, c. 6, par. 132(a)

5. Subsection 138(1.1) of the Act is replaced by the following:

Number of eligible votes

(1.1) A bank with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

2001, c. 9, s. 67; 2007, c. 6, par. 132(b)

6. Subsection 156.09(2) of the Act is replaced by the following:

Restriction

(2) At a meeting of shareholders of a bank with equity of twelve billion dollars or more, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the bank, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

2001, c. 9, s. 73; 2007, c. 6, par. 132(c)

7. Subsection 168(3.1) of the Act is replaced by the following:

Exception

(3.1) Subsection (2) does not apply to a widely held bank with equity of twelve billion dollars or more or to a bank in respect of which subsection 378(1) applies.

2001, c. 9, s. 84; 2007, c. 6, par. 132(d)

8. The portion of subsection 223(3) of the Act before paragraph (a) is replaced by the following:

Restriction

(3) Despite subsection (1), if the amalgamated bank would be a bank with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is

2005, c. 54, s. 57

9. (1) Subsection 273(1) of the Act is replaced by the following:

Distribution

273. (1) No person, including a bank, shall distribute securities of a bank that is not a federal credit union except in accordance with the regulations made under subsection (2).

2005, c. 54, s. 57

(2) The portion of subsection 273(2) of the Act before paragraph (b) is replaced by the following:

Regulations

(2) The Governor in Council may make regulations respecting the distribution of securities of a bank that is not a federal credit union, including

(a) respecting the information that is to be disclosed by such a bank before the distribution of any of its securities, including the information that is to be included in a prospectus;

10. The Act is amended by adding the following after section 273:

Distribution — federal credit union

273.1 (1) No person, including a bank, shall distribute securities of a federal credit union except in accordance with the regulations made under subsection (2).

Regulations

(2) The Governor in Council may make regulations respecting the distribution of securities of a federal credit union, including

(a) respecting the information that is to be disclosed by a federal credit union before the distribution of any of its securities, including the information that is to be included in a prospectus;

(b) respecting the manner of disclosure and the form of the information that is to be disclosed; and

2005, c. 54, s. 57

11. Subsection 274(1) of the Act is replaced by the following:

Order of exemption

274. (1) On application by a bank or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 273(2) or 273.1(2) if the Superintendent is satisfied that the bank or federal credit union, as the case may be, has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

12. (1) Subsection 374(1) of the Act is replaced by the following:

Limitations on share holdings

374. (1) No person may be a major shareholder of a bank with equity of twelve billion dollars or more.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(2) Subsection 374(2) of the Act is replaced by the following:

Exception — widely held bank

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(3) The portion of subsection 374(3) of the Act before paragraph (b) is replaced by the following:

Exception — widely held bank holding company

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of twelve billion dollars or more if

(a) the bank holding company controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day;

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(4) The portion of subsection 374(4) of the Act before paragraph (a) is replaced by the following:

Exception — insurance holding companies and certain institutions

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank on the day the bank’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank since that day:

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(5) Subsection 374(5) of the Act is replaced by the following:

Exception — other entities

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132(e)

(6) The portion of subsection 374(6) of the Act before paragraph (a) is replaced by the following:

Exception — other entities

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

2001, c. 9, s. 98; 2007, c. 6, par. 132(f)

13. Subsection 374.1(1) of the Act is replaced by the following:

Exception

374.1 (1) Despite section 374, if a bank with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

2001, c. 9, s. 98; 2007, c. 6, par. 132(g)

14. Subsection 375(1) of the Act is replaced by the following:

Limitation on share holdings

375. (1) If a person is a major shareholder of a bank with equity of less than twelve billion dollars and the bank’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank on the day that is three years after the day the bank’s equity reached twelve billion dollars.

2001, c. 9, s. 98; 2007, c. 6, par. 132(h)

15. The portion of subsection 376(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank

376. (1) If a widely held bank with equity of twelve billion dollars or more controls another bank and a person becomes a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the other bank or entity that controls the other bank,

2001, c. 9, s. 98; 2007, c. 6, par. 132(i)

16. The portion of subsection 376.01(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank

376.01 (1) Despite subsection 376(1), if a widely held bank with equity of twelve billion dollars or more controls a bank (in this subsection referred to as the “other bank”) in respect of which that subsection does not apply by reason of subsection 376(2) and the equity of the other bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the other bank reaches two hundred and fifty million dollars or more, or the prescribed amount, as the case may be, a person is a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is three years after that day,

2001, c. 9, s. 98; 2007, c. 6, par. 132(j)

17. Section 376.1 of the Act is replaced by the following:

Prohibition against significant interest

376.1 No person who has a significant interest in any class of shares of a widely held bank with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank that is a bank or a bank holding company.

2001, c. 9, s. 98; 2007, c. 6, par. 132(j)

18. Section 376.2 of the Act is replaced by the following:

Prohibition against significant interest

376.2 No person who has a significant interest in any class of shares of a bank may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132(k)

19. Subsection 377(1) of the Act is replaced by the following:

Prohibition against control

377. (1) No person shall control, within the meaning of paragraph 3(1)(d), a bank with equity of twelve billion dollars or more.

2007, c. 6, s. 20

20. Section 377.1 of the Act is replaced by the following:

Restriction on control

377.1 (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank with equity of less than twelve billion dollars.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank with equity of less than twelve billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank through an acquisition for which the approval of the Minister is required under subsection (1).

2007, c. 6, s. 20

21. (1) Subsection 378(1) of the Act is replaced by the following:

Former Schedule I banks with equity of less than five billion dollars

378. (1) A bank that was named in Schedule I as that Schedule read immediately before October 24, 2001 and that had equity of less than five billion dollars on that day is deemed, for the purposes of sections 138, 156.09, 374, 376, 376.01, 376.1, 376.2, 377, 380 and 382, subsection 383(2), section 385 and subsection 396(2), to be a bank with equity of twelve billion dollars or more.

2007, c. 6, s. 20

(2) Subsection 378(3) of the Act is replaced by the following:

Non-application of subsection (1)

(3) Subsection (1) ceases to apply to a bank with equity of less than twelve billion dollars if the Minister specifies that it no longer applies to the bank.

2001, c. 9, s. 98; 2007, c. 6, par. 132(l)

22. Section 380 of the Act is replaced by the following:

Exemption

380. On application by a bank, other than a bank with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank from the application of sections 373 and 379.

2001, c. 9, s. 98; 2007, c. 6, par. 132(m)

23. Subsection 382(1) of the Act is replaced by the following:

When approval not required

382. (1) Despite sections 373 and 379, the approval of the Minister is not required in respect of a bank with equity of less than twelve billion dollars if a person with a significant interest in a class of shares of the bank, or an entity controlled by a person with a significant interest in a class of shares of the bank, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

2001, c. 9, s. 98; 2007, c. 6, par. 132(n)

24. Subsection 383(2) of the Act is replaced by the following:

Exception

(2) Paragraph (1)(a) does not apply in respect of a bank with equity of twelve billion dollars or more.

2001, c. 9, s. 98; 2007, c. 6, par. 132(o) and 133(a)

25. (1) The portion of subsection 385(1) of the Act before paragraph (a) is replaced by the following:

Public holding requirement

385. (1) Every bank with equity of two billion dollars or more but less than twelve billion dollars shall, from and after the day determined under this section in respect of that bank, 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 bank and that are

2001, c. 9, s. 98; 2007, c. 6, par. 132(o) and 133(a)

(2) Paragraph 385(2)(a) of the Act is replaced by the following:

(a) if the bank had equity of two billion dollars or more but less than twelve billion dollars on the day the bank came into existence, the day that is three years after that day; and

2001, c. 9, s. 98; 2007, c. 6, par. 132(p)

26. Section 385.1 of the Act is replaced by the following:

Public holding requirement

385.1 If a bank to which section 385 applies becomes a bank with equity of twelve billion dollars or more, that section continues to apply to the bank until no person is a major shareholder of the bank, other than a person to whom subsections 374(2) to (6) apply.

2001, c. 9, s. 98; 2007, c. 6, par. 132(q) and 133(b)

27. Section 387 of the Act is replaced by the following:

Increase of capital

387. If the Superintendent has, by order, directed a bank with equity of two billion dollars or more but less than twelve billion dollars to increase its capital and shares of the bank are issued and acquired in accordance with any terms and conditions that may be specified in the order, section 385 does not apply in respect of the bank until the time that the Superintendent may, by order, specify.

2001, c. 9, s. 98; 2007, c. 6, par. 132(r)

28. Subsection 393(1) of the Act is replaced by the following:

Loss of control — banks and bank holding companies

393. (1) Despite sections 374 and 377, a widely held bank or a widely held bank holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

2001, c. 9, s. 98; 2007, c. 6, par. 132(s)

29. Subsection 393.1(1) of the Act is replaced by the following:

Loss of control — other entities

393.1 (1) Despite sections 374 and 377, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

2001, c. 9, s. 98; 2007, c. 6, par. 132(t)

30. The portion of subsection 394(1) of the Act before paragraph (a) is replaced by the following:

Change in status

394. (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

2001, c. 9, s. 98; 2007, c. 6, par. 132(u)

31. Paragraph 396(2)(a) of the Act is replaced by the following:

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank with equity of twelve billion dollars or more; or

2001, c. 9, s. 98

32. Subsection 401.2(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank may record in its securities register a transfer or issue of any share of the bank to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2001, c. 9, s. 98

33. Subsection 401.3(2) of the Act is replaced by the following:

Exception

(2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2007, c. 6, s. 24

34. (1) The portion of subsection 413.1(1) of the Act before paragraph (a) is replaced by the following:

Notice before opening account or providing prescribed product

413.1 (1) Before a bank referred to in paragraph 413(1)(b) or (c) opens a deposit account in Canada or provides in Canada a prescribed product that relates to a deposit, the bank shall, at the prescribed time and place and in the prescribed form and manner, give the person requesting the opening of the account or the provision of the product

2007, c. 6, s. 24

(2) The portion of subsection 413.1(2) of the Act before paragraph (a) is replaced by the following:

Other notice

(2) A bank referred to in paragraph 413(1)(b) or (c) shall, in accordance with the regulations,

2001, c. 9, s. 103(2)

(3) Paragraph 413.1(3)(a) of the Act is replaced by the following:

(a) prescribing the time and place at which and the form and manner in which notices referred to in subsection (1) are to be given and the other information to be contained in the notices; and

2009, c. 2, s. 270

35. Paragraph 418.1(3)(b) of the English version of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

36. Subsection 425(1) of the Act is amended by adding the following in alphabetical order:

“unperfected”
« non parfaite »

“unperfected”, in relation to a security interest, means that the security interest has not been registered in a public register maintained under the law under which the security interest is created, or has not been perfected or published by any other means recognized by that law, where the registration or other means of perfection or publication would have made the security interest effective against third parties or would have determined priorities in rank in respect of rights in, on or in respect of the property that is subject to the security interest;

37. Subsection 426(7) of the Act is replaced by the following:

Priority of bank’s rights

(7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all rights subsequently acquired in, on or in respect of the property and also over the claim of any mechanics’ lien holder, of any unpaid vendor of equipment or casing or of any person who had a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Exception

(7.1) The priority referred to in subsection (7) does not extend over the claim of any unpaid vendor who had a lien on the equipment or casing, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its security in the property, if the bank acquired its security with knowledge of that unpaid vendor’s lien or that other person’s security interest.

38. Subsections 428(1) and (2) of the Act are replaced by the following:

Priority of bank’s rights

428. (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all rights subsequently acquired in, on or in respect of that property, and also over the claim of any unpaid vendor or of any person who has a security interest in that property that was unperfected at the time the bank acquired its security in the property.

Affixation to real property

(1.1) If security is given to the bank under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment, the priority referred to in subsection (1) exists even if the property is or becomes affixed to real property.

Exception

(2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on the property, or of any person who has a security interest in the property that was unperfected at the time the bank acquired its warehouse receipt, bill of lading or security, if the bank acquired it with knowledge of that unpaid vendor’s lien or that other person’s security interest.

39. The portion of paragraph 443(a) of the Act before subparagraph (i) is replaced by the following:

(a) the time and place at which and the form and manner in which disclosure is to be made by a bank of

40. Sections 446 and 447 of the Act are replaced by the following:

Disclosure of charges

446. A bank shall disclose to its customers and to the public, at the prescribed time and place and in the prescribed form and manner, the charges applicable to deposit accounts with the bank and the usual amount, if any, charged by the bank for services normally provided by the bank to its customers and to the public.

No increase or new charges without disclosure

447. (1) A bank shall not increase any charge applicable to a personal deposit account with the bank or introduce any new charge applicable to a personal deposit account with the bank unless the bank discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

Mandatory disclosure

(2) With respect to prescribed services in relation to deposit accounts, other than personal deposit accounts, a bank shall not increase any charge for any such service in relation to a deposit account with the bank or introduce any new charge for any such service in relation to a deposit account with the bank unless the bank discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

1997, c. 15, s. 49

41. Subsection 450(1) of the Act is replaced by the following:

Disclosing borrowing costs

450. (1) A bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 451, and other prescribed information have been disclosed by the bank to the borrower at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(2)

42. (1) Paragraph 452(1)(c) of the Act is replaced by the following:

(c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

1997, c. 15, s. 50(2)

(2) Paragraph 452(1)(e) of the Act is replaced by the following:

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(3)

(3) Subsection 452(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) A bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

1997, c. 15, s. 50(3)

(4) Paragraphs 452(2)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 50(3)

(5) Paragraphs 452(3)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 51

43. Sections 452.1 and 453 of the Act are replaced by the following:

Renewal statement

452.1 If a bank makes a loan in respect of which the disclosure requirements of section 450 apply and the loan is secured by a mortgage on real property, the bank shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Disclosure in advertising

453. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 452(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a bank, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

1997, c. 15, s. 51

44. (1) The portion of paragraph 454(a) of the Act before subparagraph (i) is replaced by the following:

(a) respecting the time and place at which, and the form and manner in which, a bank is to disclose to a borrower

1997, c. 15, s. 51

(2) Paragraph 454(f) of the Act is replaced by the following:

(f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 449.1 to 453 are to be disclosed;

2001, c. 9, s. 122(1)

45. Subsection 456(1) of the Act is replaced by the following:

Information on contacting Agency

456. (1) A bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 452(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the bank under a consumer provision.

2001, c. 9, s. 123

46. (1) The portion of subsection 458.1(1) of the Act before paragraph (a) is replaced by the following:

Cashing of government cheques

458.1 (1) Subject to regulations made under subsection (2), a member bank shall, at any branch in Canada at which it, through a natural person, opens retail deposit accounts and disburses cash to customers, cash a cheque or other instrument for any individual, if

2001, c. 9, s. 123

(2) Subsection 458.1(2) of the Act is amended by adding “and” at the end of paragraph (b), by striking out “and” at the end of paragraph (c) and by repealing paragraph (d).

2009, c. 2, s. 271

47. (1) The portion of section 458.3 of the Act before paragraph (a) is replaced by the following:

Regulations — activities

458.3 The Governor in Council may make regulations respecting any matters involving a bank’s dealings, or its employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public, including

2009, c. 2, s. 271

(2) Paragraph 458.3(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 124(2); 2007, c. 6, s. 35

48. Subsections 459.1(4.1) and (4.2) of the Act are replaced by the following:

Disclosure

(4.1) A bank shall, in accordance with the regulations, disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

Regulations

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1)

(a) respecting the time and place at which, and the form and manner in which, the prohibition on coercive tied selling set out in subsection (1) is to be disclosed, displayed and made available;

(b) defining “point of service”; and

2001, c. 9, s. 125

49. Paragraphs 459.2(5)(a) and (b) of the Act are replaced by the following:

(a) the time and place at which and the form and manner in which notice shall be given under subsection (1), the persons to whom it shall be given and the information to be included, with those times, places, forms and manners being permitted to vary according to circumstances specified in the regulations;

(b) circumstances in which a member bank is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member bank from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the time and place at which and the form and manner in which notice is required to be given under any regulation made under paragraph (a); and

2001, c. 9, s. 125

50. (1) Subsections 459.3(2) and (3) of the Act are replaced by the following:

Filing

(2) A bank shall, at the prescribed time and place and in the prescribed form and manner, file a copy of the statement with the Commissioner.

Provision of statement to public

(3) A bank shall, at the prescribed time and place and in the prescribed form and manner, disclose the statement to its customers and to the public.

2001, c. 9, s. 125

(2) Paragraph 459.3(4)(a) of the Act is replaced by the following:

(a) the name, contents and form of the statement referred to in subsection (1) and the time within which, the place at which and the manner in which it must be prepared;

2001, c. 9, s. 125

(3) Paragraphs 459.3(4)(c) and (d) of the Act are replaced by the following:

(d) the time and place at which and the form and manner in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a bank’s customers and to the public.

2007, c. 6, s. 37

51. (1) Subparagraph 459.4(a)(iv) of the Act is replaced by the following:

(iv) any other matter that may affect their dealings, or their employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public;

2001, c. 9, s. 125

(2) Paragraph 459.4(b) of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

2001, c. 9, s. 125

52. Section 459.5 of the Act is replaced by the following:

Affiliates

459.5 A bank shall not enter into any arrangement or otherwise cooperate with any of its representatives, agents or other intermediaries, with any of its affiliates that is controlled by a bank or a bank holding company and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, agents or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the bank or the affiliate unless

(a) the affiliate or the representative, agent or other intermediary of the bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to banks — other than section 455.1 — as if they were a bank, to the extent that those provisions are applicable to their activities; and

(b) the persons who request or receive the product or service have access to the bank’s procedures for dealing with complaints established under this Act.

2007, c. 6, s. 40(3)

53. (1) Subsection 468(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)(a), a bank may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Subsection 468(5) of the Act is amended by adding the following after paragraph (b):

(b.1) acquire control of an entity referred to in paragraph (1)(j) if the bank is a bank with equity of two billion dollars or more and

A + B > C

where

A is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition,

B is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the bank has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

C is 10% of the value of the bank’s consolidated assets, as shown in the bank’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months;

(3) Section 468 of the Act is amended by adding the following after subsection (5):

Matters for consideration

(5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)(b.1), take into account all matters that he or she considers relevant in the circumstances, including

(a) the stability of the financial system in Canada; and

(b) the best interests of the financial system in Canada.

54. (1) Section 507 of the Act is amended by adding the following after subsection (1):

Definition of “foreign bank”

(1.1) For the purposes of this Part, “foreign bank” means a foreign bank as defined in section 2 but without regard to the portion of that definition after paragraph (g).

(2) Subsection 507(15) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

(3) Subsection 507(16) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

2007, c. 6, s. 59(3)

55. Subsection 522.08(2.1) of the Act is replaced by the following:

Exception

(2.1) Despite paragraph (2)(a), a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and

(iii) the provision of investment counselling services and portfolio management services.

56. Section 522.09 of the Act is amended by adding the following after subsection (3):

Exception — subsidiary of federal financial institution

(4) Subsections (1) to (3) do not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.

57. Section 522.19 of the Act is amended by adding the following after subsection (2):

Exception — subsidiary of federal financial institution

(3) Subsection (1) does not apply to a foreign bank — or an entity associated with a foreign bank — that is a subsidiary of a federal financial institution.

58. Subsection 522.21(2) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

59. Subsection 522.211(2) of the Act is amended by striking out “or” at the end of paragraph (c), by adding “or” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) is a subsidiary of a federal financial institution.

1999, c. 28, s. 35(1)

60. The portion of subsection 540(2) of the Act before paragraph (a) is replaced by the following:

Requirements

(2) If subsection 524(2) applies, the authorized foreign bank shall, in accordance with the regulations,

2007, c. 6, s. 85

61. (1) The portion of subsection 545(4) of the Act before paragraph (a) is replaced by the following:

Notice before opening account or providing prescribed product

(4) Before an authorized foreign bank opens a deposit account in Canada or provides in Canada any prescribed product that relates to a deposit, the authorized foreign bank shall, at the prescribed time and place and in the prescribed form and manner, give the person requesting the opening of the account or the provision of the product

2007, c. 6, s. 85

(2) The portion of subsection 545(5) of the Act before paragraph (a) is replaced by the following:

Other notice

(5) An authorized foreign bank shall, in accordance with the regulations,

1999, c. 28, s. 35(1)

(3) Paragraph 545(6)(b) of the Act is replaced by the following:

(b) prescribing the time and place at which and the form and manner in which notices referred to in subsection (4) are to be given and the other information to be contained in the notices; and

2009, c. 2, s. 273

62. Paragraph 552(3)(b) of the English version of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

1999, c. 28, s. 35(1)

63. The portion of paragraph 562(a) of the Act before subparagraph (i) is replaced by the following:

(a) the time and place at which and the form and manner in which disclosure is to be made by an authorized foreign bank of

1999, c. 28, s. 35(1)

64. Sections 565 and 566 of the Act are replaced by the following:

Disclosure of charges

565. An authorized foreign bank shall disclose, at the prescribed time and place and in the prescribed form and manner, to its customers and to the public, the charges applicable to deposit accounts with the authorized foreign bank and the usual amount, if any, charged by it for services normally provided to its customers and to the public.

No increase or new charges without disclosure

566. (1) An authorized foreign bank shall not increase any charge applicable to a personal deposit account with the authorized foreign bank or introduce any new charge applicable to a personal deposit account with the authorized foreign bank unless it discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

Mandatory disclosure

(2) An authorized foreign bank shall not increase any charge for any service that is prescribed in relation to a deposit account, other than a personal deposit account, with the authorized foreign bank, or introduce any new charge for any of those services unless the authorized foreign bank discloses the charge at the prescribed time and place and in the prescribed form and manner to the customer in whose name the account is kept.

1999, c. 28, s. 35(4)

65. Subsection 568(1) of the Act is replaced by the following:

Disclosing borrowing costs

568. (1) An authorized foreign bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 569, and other prescribed information have been disclosed by the authorized foreign bank to the borrower at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(6)

66. (1) Paragraph 570(1)(c) of the Act is replaced by the following:

(c) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement;

1999, c. 28, s. 35(6)

(2) Paragraph 570(1)(e) of the Act is replaced by the following:

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(7)

(3) Subsection 570(1.1) of the Act is replaced by the following:

Disclosure in credit card applications

(1.1) An authorized foreign bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide prescribed information in any application form or related document that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

1999, c. 28, s. 35(7)

(4) Paragraphs 570(2)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing or the loan agreement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(7)

(5) Paragraphs 570(3)(d) and (e) of the Act are replaced by the following:

(d) at the prescribed time and place and in the prescribed form and manner, any prescribed changes respecting the cost of borrowing under the arrangement; and

(e) any other prescribed information, at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(8)

67. Sections 570.1 and 571 of the Act are replaced by the following:

Renewal statement

570.1 If an authorized foreign bank makes a loan in respect of which the disclosure requirements of section 568 apply and the loan is secured by a mortgage on real property, the authorized foreign bank shall disclose to the borrower, at the prescribed time and place and in the prescribed form and manner, any information that is prescribed respecting the renewal of the loan.

Disclosure in advertising

571. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 570(3), loans, credit cards, payment cards or charge cards, offered to natural persons by an authorized foreign bank, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement discloses prescribed information at the prescribed time and place and in the prescribed form and manner.

1999, c. 28, s. 35(8)

68. (1) The portion of paragraph 572(a) of the Act before subparagraph (i) is replaced by the following:

(a) respecting the time and place at which, and the form and manner in which, an authorized foreign bank shall disclose to a borrower

1999, c. 28, s. 35(8)

(2) Paragraph 572(f) of the Act is replaced by the following:

(f) respecting the time and place at which, and the form and manner in which, any rights, obligations, charges or penalties referred to in sections 567.1 to 571 are to be disclosed;

2001, c. 9, s. 157(1)

69. Subsection 574(1) of the Act is replaced by the following:

Information on contacting Agency

574. (1) An authorized foreign bank shall, in accordance with the regulations, at the prescribed time and place and in the prescribed form and manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 570(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan, or about any other obligation of the authorized foreign bank under a consumer provision.

2009, c. 2, s. 274

70. (1) The portion of section 575.1 of the Act before paragraph (a) is replaced by the following:

Regulations — activities

575.1 The Governor in Council may make regulations respecting any matters involving an authorized foreign bank’s dealings, or its employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public, including

2009, c. 2, s. 274

(2) Paragraph 575.1(b) of the Act is replaced by the following:

(b) the time and place at which and the form and manner in which any of those activities are to be carried out or any of those services are to be provided.

2001, c. 9, s. 158(2); 2007, c. 6, s. 92

71. Subsections 576.1(4.1) and (4.2) of the Act are replaced by the following:

Disclosure

(4.1) An authorized foreign bank shall, in accordance with the regulations, disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

Regulations

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1)

(a) respecting the time and place at which, and the form and manner in which, the prohibition on coercive tied selling set out in subsection (1) is to be disclosed, displayed and made available;

(b) defining “point of service”; and

2007, c. 6, s. 93

72. (1) Subparagraph 576.2(a)(iv) of the Act is replaced by the following:

(iv) any other matter that may affect their dealings, or their employees’, representatives’, agents’ or other intermediaries’ dealings, with customers or the public;

2001, c. 9, s. 159

(2) Paragraph 576.2(b) of the Act is replaced by the following:

(b) the time and place at which, the form and manner in which and the persons to whom information is to be disclosed; and

73. The Act is amended by adding the following after section 576.2:

Affiliates

576.3 An authorized foreign bank shall not enter into any arrangement or otherwise cooperate with any of its representatives, agents or other intermediaries, with any of its affiliates that is controlled by an authorized foreign bank and that is a finance entity as defined in subsection 464(1) or other prescribed entity or with any of the representatives, agents or other intermediaries of such an affiliate, to sell or further the sale of a product or service of the authorized foreign bank or the affiliate in Canada unless

(a) the affiliate or the representative, agent or other intermediary of the authorized foreign bank or the affiliate, as the case may be, complies, with respect to the product or service, with the consumer provisions that apply to authorized foreign banks — other than section 573.1 — as if they were an authorized foreign bank, to the extent that those provisions are applicable to their activities; and

(b) the persons who request or receive the product or service have access to the authorized foreign bank’s procedures for dealing with complaints established under this Act.

1999, c. 28, s. 35(1)

74. Paragraph 613(2)(a) of the Act is replaced by the following:

(a) has a right of access to any records, cash, assets and security held by or on behalf of an authorized foreign bank; and

75. The Act is amended by adding the following after section 634:

Certificate

634.1 On the application of a bank that has been incorporated by a special Act of Parliament, the Superintendent may issue a certificate stating that the bank was incorporated by a special Act of Parliament, and may include with the certificate any information in the Superintendent’s possession that relates to the bank’s incorporation.

76. Paragraph 643(2)(a) of the Act is replaced by the following:

(a) has a right of access to any records, cash, assets and security held by or on behalf of a bank; and

2007, c. 6, s. 105

77. Section 670 of the Act is replaced by the following:

Sunset provision

670. (1) Subject to subsections (2) and (4), bank holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.

Extension

(2) The Governor in Council may, by order, extend by up to six months the time during which bank holding companies may continue to carry on business. No more than one order may be made under this subsection.

Order not a regulation

(3) The order is not a regulation for the purposes of the Statutory Instruments Act. However, it shall be published in Part II of the Canada Gazette.

Exception

(4) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the six-month period before that anniversary or on any day within an extension under subsection (2), bank holding companies may continue to carry on business until the end of 180 days after the first day of the first session of the next Parliament.

2001, c. 9, s. 183; 2007, c. 6, par. 132(v)

78. Subsection 727(2) of the Act is replaced by the following:

Number of eligible votes

(2) A bank holding company with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting, or if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

2001, c. 9, s. 183; 2007, c. 6, par. 132(w)

79. Subsection 756(4) of the Act is replaced by the following:

Exception

(4) Subsection (2) does not apply to a widely held bank holding company with equity of twelve billion dollars or more or to a widely held bank holding company that controls a bank to which subsection 378(1) applies.

2001, c. 9, s. 183; 2007, c. 6, par. 132(x)

80. The portion of subsection 803(3) of the Act before paragraph (a) is replaced by the following:

Restriction

(3) Despite subsection (1), if the amalgamated bank holding company would be a bank holding company with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank holding company is

2001, c. 9, s. 183; 2007, c. 6, par. 132(y)

81. Section 876 of the Act is replaced by the following:

Limitations on share holdings

876. (1) No person may be a major shareholder of a bank holding company with equity of twelve billion dollars or more.

Exception — widely held bank

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of those paragraphs, the bank holding company since that day.

Exception — widely held bank holding company

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if the widely held bank holding company controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and the widely held bank holding company has controlled, within the meaning of those paragraphs, the bank holding company since that day.

Exception — insurance holding companies and certain institutions

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of twelve billion dollars or more if it controlled, within the meaning of that paragraph, the bank holding company on the day the bank holding company’s equity reached twelve billion dollars and it has controlled, within the meaning of that paragraph, the bank holding company since that day:

(a) a widely held insurance holding company;

(b) an eligible Canadian financial institution, other than a bank; or

Exception — other entities

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank holding company.

Exception — other entities

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of twelve billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

(a) a widely held insurance holding company to which subsection (4) applies that controls the bank holding company;

(b) an eligible Canadian financial institution, other than a bank, to which subsection (4) applies that controls the bank holding company; or

2001, c. 9, s. 183; 2007, c. 6, par. 132(z)

82. Subsection 877(1) of the Act is replaced by the following:

Exception

877. (1) Despite section 876, if a bank holding company with equity of twelve billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank holding company on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank holding company on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.1)

83. Subsection 878(1) of the Act is replaced by the following:

Limitation on share holdings

878. (1) If a person is a major shareholder of a bank holding company with equity of less than twelve billion dollars and the bank holding company’s equity reaches twelve billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank holding company on the day that is three years after the day the bank holding company’s equity reached twelve billion dollars.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.2)

84. The portion of subsection 879(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank holding company

879. (1) If a widely held bank holding company with equity of twelve billion dollars or more controls a bank and a person becomes a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the bank or entity that controls it,

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.3)

85. The portion of subsection 879.1(1) of the Act before paragraph (a) is replaced by the following:

Obligation of widely held bank holding company

879.1 (1) Despite subsection 879(1), if a widely held bank holding company with equity of twelve billion dollars or more controls a bank in respect of which that subsection does not apply by reason of subsection 879(2) and the equity of the bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the bank reaches two hundred and fifty million dollars or more or the prescribed amount, as the case may be, a person is a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is three years after that day,

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.4)

86. Sections 880 and 881 of the Act are replaced by the following:

Prohibition against significant interest

880. No person who has a significant interest in any class of shares of a widely held bank holding company with equity of twelve billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank holding company that is a bank or a bank holding company.

Prohibition against significant interest

881. No person who has a significant interest in any class of shares of a bank holding company may have a significant interest in any class of shares of any widely held bank with equity of twelve billion dollars or more, or of any widely held bank holding company with equity of twelve billion dollars or more, that controls the bank holding company.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.5)

87. Subsection 882(1) of the Act is replaced by the following:

Prohibition against control

882. (1) No person shall control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, s. 119 and par. 132(z.6)

88. Sections 883 and 884 of the Act are replaced by the following:

Restriction on control

883. (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank holding company with equity of less than twelve billion dollars.

Amalgamation, etc., constitutes acquisition

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of less than twelve billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).

Deeming

884. A bank holding company with equity of less than twelve billion dollars that controls a bank to which subsection 378(1) applies is deemed, for the purposes of sections 156.09, 727, 876, 879, 879.1, 880, 881, 882, 888 and 890, subsection 891(2), section 893 and subsection 906(2), to be a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.7)

89. Section 888 of the Act is replaced by the following:

Exemption

888. On application by a bank holding company, other than a bank holding company with equity of twelve billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank holding company the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank holding company from the application of sections 875 and 887.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.8)

90. Subsection 890(1) of the Act is replaced by the following:

When approval not required

890. (1) Despite sections 875 and 887, the approval of the Minister is not required in respect of a bank holding company with equity of less than twelve billion dollars if a person with a significant interest in a class of shares of the bank holding company, or an entity controlled by a person with a significant interest in a class of shares of the bank holding company, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank holding company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.9)

91. Subsection 891(2) of the Act is replaced by the following:

Exception

(2) Paragraph (1)(a) does not apply in respect of a bank holding company with equity of twelve billion dollars or more.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.10) and 133(c)

92. (1) The portion of subsection 893(1) of the Act before paragraph (a) is replaced by the following:

Public holding requirement

893. (1) Every bank holding company with equity of two billion dollars or more but less than twelve billion dollars shall, from and after the day determined under this section in respect of that bank holding 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 bank holding company and that are

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.11) and 133(c)

(2) Paragraph 893(2)(a) of the Act is replaced by the following:

(a) if the bank holding company had equity of two billion dollars or more but less than twelve billion dollars on the day the bank holding company was formed or came into existence, the day that is three years after that day; and

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.12)

93. Section 894 of the Act is replaced by the following:

Public holding requirement

894. If a bank holding company to which section 893 applies becomes a bank holding company with equity of twelve billion dollars or more, that section continues to apply to the bank holding company until no person is a major shareholder of the bank holding company, other than a person in respect of whom subsections 876(2) to (6) applies.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.13) and 133(d)

94. Section 896 of the Act is replaced by the following:

Increase of capital

896. If the Superintendent has, by order, directed a bank holding company with equity of two billion dollars or more but less than twelve billion dollars to increase its capital and shares of the bank holding company are issued and acquired in accordance with any terms and conditions that may be specified in the order, section 893 does not apply in respect of the bank holding company until the time that the Superintendent may, by order, specify.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.14)

95. Subsection 902(1) of the Act is replaced by the following:

Loss of control — bank and bank holding company

902. (1) Despite sections 876 and 882, a widely held bank or a widely held bank holding company may be a major shareholder of a bank holding company with equity of twelve billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.15)

96. Subsection 903(1) of the Act is replaced by the following:

Loss of control — other entities

903. (1) Despite sections 876 and 882, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank holding company with equity of twelve billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.16)

97. The portion of subsection 904(1) of the Act before paragraph (a) is replaced by the following:

Change in status

904. (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank holding company with equity of twelve billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

2001, c. 9, s. 183; 2007, c. 6, par. 132(z.17)

98. Paragraph 906(2)(a) of the Act is replaced by the following:

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank holding company with equity of twelve billion dollars or more; or

2001, c. 9, s. 183

99. Subsection 913(2) of the Act is replaced by the following:

Exception

(2) Despite subsection (1), a bank holding company may record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

2001, c. 9, s. 183

100. Subsection 914(2) of the Act is replaced by the following:

Exception

2007, c. 6, s. 122(3)

101. (1) Subsection 930(3.1) of the Act is replaced by the following:

Exception

(3.1) Despite paragraph (3)(a), a bank holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee for a trust if the entity has been permitted under the laws of a province to act as a trustee for a trust and the following conditions are satisfied:

(a) the entity acts as a trustee only with respect to a closed-end fund or mutual fund entity; and

(b) if the entity engages in other business, that business is limited to engaging in one or more of the following:

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Subsection 930(5) of the Act is amended by adding the following after paragraph (b):

(b.1) acquire control of an entity referred to in paragraph (1)(j) if the bank holding company is a bank holding company with equity of two billion dollars or more and

A + B > C

where

B is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the bank holding company has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and

C is 10% of the value of the bank holding company’s consolidated assets, as shown in the bank holding company’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months;

(3) Section 930 of the Act is amended by adding the following after subsection (5):

Matters for consideration

(a) the stability of the financial system in Canada; and

(b) the best interests of the financial system in Canada.

102. The Act is amended by adding the following after section 973.06:

Explanatory Notes

Bank Act

Clause 2: (1) Existing text of the definition:

“consumer provision” means a provision referred to in paragraph (a) of the definition “consumer provision” in section 2 of the Financial Consumer Agency of Canada Act;

(2) Relevant portion of the definition:

but does not include a subsidiary of 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, unless the Minister has specified that subsection 378(1) no longer applies to the bank;

Clause 3: Existing text of section 21:

21. (1) Subject to subsections (2) and (3), banks shall not carry on business, and authorized foreign banks shall not carry on business in Canada, after the day that is the fifth anniversary of the day on which this section comes into force.

(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), banks may continue to carry on business, and authorized foreign banks may continue to carry on business in Canada, for 180 days after the first day of the first session of the next Parliament.

Clause 4: Existing text of subsection 60(3):

(3) A bank that is not in compliance with subsection (2) on the coming into force of this Part shall, within twelve months after the coming into force of this Part, redesignate its shares to comply with that subsection.

Clause 5: Existing text of subsection 138(1.1):

(1.1) A bank with equity of eight billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

Clause 6: Existing text of subsection 156.09(2):

(2) At a meeting of shareholders of a bank with equity of eight billion dollars or more, no person and no entity controlled by any person may, in respect of any vote of shareholders or holders of any class or series of shares of the bank, cast votes in respect of any shares beneficially owned by the person or the entity that are, in aggregate, more than 20 per cent of the eligible votes that may be cast in respect of that vote.

Clause 7: Existing text of subsection 168(3.1):

(3.1) Subsection (2) does not apply to a widely held bank with equity of eight billion dollars or more or to a bank in respect of which subsection 378(1) applies.

Clause 8: Relevant portion of subsection 223(3):

(3) Despite subsection (1), if the amalgamated bank would be a bank with equity of eight billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is

Clause 9: (1) Existing text of subsection 273(1):

273. (1) No person, including a bank, shall distribute securities of a bank except in accordance with the regulations made under subsection (2).

(2) Relevant portion of subsection 273(2):

(2) The Governor in Council may make regulations respecting the distribution of securities of a bank, including

(a) respecting the information that is to be disclosed by a bank before the distribution of any of its securities, including the information that is to be included in a prospectus;

Clause 10: New.

Clause 11: Existing text of subsection 274(1):

274. (1) On application by a bank or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 273(2) if the Superintendent is satisfied that the bank has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations.

Clause 12: (1) Existing text of subsection 374(1):

374. (1) No person may be a major shareholder of a bank with equity of eight billion dollars or more.

(2) Existing text of subsection 374(2):

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of eight billion dollars or more if it controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached eight billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day.

(3) Relevant portion of subsection 374(3):

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of eight billion dollars or more if

(a) the bank holding company controlled, within the meaning of those paragraphs, the bank on the day the bank’s equity reached eight billion dollars and it has controlled, within the meaning of those paragraphs, the bank since that day;

(4) Relevant portion of subsection 374(4):

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank with equity of eight billion dollars or more if it controlled, within the meaning of that paragraph, the bank on the day the bank’s equity reached eight billion dollars and it has controlled, within the meaning of that paragraph, the bank since that day:

(5) Existing text of subsection 374(5):

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank with equity of eight billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank.

(6) Relevant portion of subsection 374(6):

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank with equity of eight billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

Clause 13: Existing text of subsection 374.1(1):

374.1 (1) Despite section 374, if a bank with equity of eight billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

Clause 14: Existing text of subsection 375(1):

375. (1) If a person is a major shareholder of a bank with equity of less than eight billion dollars and the bank’s equity reaches eight billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank on the day that is three years after the day the bank’s equity reached eight billion dollars.

Clause 15: Relevant portion of subsection 376(1):

376. (1) If a widely held bank with equity of eight billion dollars or more controls another bank and a person becomes a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the other bank or entity that controls the other bank,

Clause 16: Relevant portion of subsection 376.01(1):

376.01 (1) Despite subsection 376(1), if a widely held bank with equity of eight billion dollars or more controls a bank (in this subsection referred to as the “other bank”) in respect of which that subsection does not apply by reason of subsection 376(2) and the equity of the other bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the other bank reaches two hundred and fifty million dollars or more, or the prescribed amount, as the case may be, a person is a major shareholder of the other bank or of any entity that also controls the other bank, the widely held bank must do all things necessary to ensure that, on the day that is three years after that day,

Clause 17: Existing text of section 376.1:

376.1 No person who has a significant interest in any class of shares of a widely held bank with equity of eight billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank that is a bank or a bank holding company.

Clause 18: Existing text of section 376.2:

376.2 No person who has a significant interest in any class of shares of a bank may have a significant interest in any class of shares of any widely held bank with equity of eight billion dollars or more, or of any widely held bank holding company with equity of eight billion dollars or more, that controls the bank.

Clause 19: Existing text of subsection 377(1):

377. (1) No person shall control, within the meaning of paragraph 3(1)(d), a bank with equity of eight billion dollars or more.

Clause 20: Existing text of section 377.1:

377.1 (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank with equity of less than eight billion dollars.

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank with equity of less than eight billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank through an acquisition for which the approval of the Minister is required under subsection (1).

Clause 21: (1) Existing text of subsection 378(1):

(2) Existing text of subsection 378(3):

(3) Subsection (1) ceases to apply to a bank with equity of less than eight billion dollars if the Minister specifies that it no longer applies to the bank.

Clause 22: Existing text of section 380:

380. On application by a bank, other than a bank with equity of eight billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank from the application of sections 373 and 379.

Clause 23: Existing text of subsection 382(1):

382. (1) Despite sections 373 and 379, the approval of the Minister is not required in respect of a bank with equity of less than eight billion dollars if a person with a significant interest in a class of shares of the bank, or an entity controlled by a person with a significant interest in a class of shares of the bank, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

Clause 24: Existing text of subsection 383(2):

(2) Paragraph (1)(a) does not apply in respect of a bank with equity of eight billion dollars or more.

Clause 25: (1) Relevant portion of subsection 385(1):

385. (1) Every bank with equity of two billion dollars or more but less than eight billion dollars shall, from and after the day determined under this section in respect of that bank, 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 bank and that are

(2) Relevant portion of subsection 385(2):

(2) The day referred to in subsection (1) is

(a) if the bank had equity of two billion dollars or more but less than eight billion dollars on the day the bank came into existence, the day that is three years after that day; and

Clause 26: Existing text of section 385.1:

385.1 If a bank to which section 385 applies becomes a bank with equity of eight billion dollars or more, that section continues to apply to the bank until no person is a major shareholder of the bank, other than a person to whom subsections 374(2) to (6) apply.

Clause 27: Existing text of section 387:

387. If the Superintendent has, by order, directed a bank with equity of two billion dollars or more but less than eight billion dollars to increase its capital and shares of the bank are issued and acquired in accordance with any terms and conditions that may be specified in the order, section 385 does not apply in respect of the bank until the time that the Superintendent may, by order, specify.

Clause 28: Existing text of subsection 393(1):

393. (1) Despite sections 374 and 377, a widely held bank or a widely held bank holding company may be a major shareholder of a bank with equity of eight billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

Clause 29: Existing text of subsection 393.1(1):

393.1 (1) Despite sections 374 and 377, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank with equity of eight billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank on the expiration of the day specified in the agreement.

Clause 30: Relevant portion of subsection 394(1):

394. (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank with equity of eight billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

Clause 31: Relevant portion of subsection 396(2):

(2) Subject to subsection 377(1), the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank with equity of eight billion dollars or more; or

Clause 32: Existing text of subsection 401.2(2):

(2) Despite subsection (1), a bank may record in its securities register a transfer or issue of any share of the bank to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country or any agent or agency of a foreign country if the bank is a subsidiary of the foreign bank or foreign institution.

Clause 33: Existing text of subsection 401.3(2):

(2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country or any agent or agency of a foreign country and that has a significant interest in a class of shares of a bank that is a subsidiary of the foreign bank or foreign institution.

Clause 34: (1) Relevant portion of subsection 413.1(1):

413.1 (1) Before a bank referred to in paragraph 413(1)(b) or (c) opens a deposit account in Canada or provides in Canada a prescribed product that relates to a deposit, the bank shall, in the prescribed manner, give the person requesting the opening of the account or the provision of the product

(2) Relevant portion of subsection 413.1(2):

(2) A bank referred to in paragraph 413(1)(b) or (c) shall, in accordance with any regulations that may be made,

(3) Relevant portion of subsection 413.1(3):

(3) The Governor in Council may make regulations

(a) prescribing the manner in which notices referred to in subsection (1) are to be given and the additional information to be contained in the notices; and

Clause 35: Relevant portion of subsection 418.1(3):

(3) The Governor in Council may make regulations respecting the disclosure by a bank of information relating to insurance or a guarantee against default on a loan made by the bank in Canada on the security of residential property, including regulations respecting

...

(b) the time, place and manner in which and the persons to whom information is to be disclosed; and

Clause 36: New.

Clause 37: Existing text of subsection 426(7):

(7) Subject to subsections (8), (9) and (10), all the rights and powers of a bank in respect of the property covered by security given under this section have priority over all rights subsequently acquired in, on or in respect of such property and also over the claim of any mechanics’ lien holder or of any unpaid vendor of equipment or casing but this priority does not extend over the claim of any unpaid vendor who had a lien on the equipment or casing at the time of the acquisition by the bank of the security, unless the security was acquired without knowledge on the part of the bank of that lien.

Clause 38: Existing text of subsections 428(1) and (2):

428. (1) All the rights and powers of a bank in respect of the property mentioned in or covered by a warehouse receipt or bill of lading acquired and held by the bank, and the rights and powers of the bank in respect of the property covered by a security given to the bank under section 427 that are the same as if the bank had acquired a warehouse receipt or bill of lading in which that property was described, have, subject to subsection 427(4) and subsections (3) to (6) of this section, priority over all rights subsequently acquired in, on or in respect of that property, and also over the claim of any unpaid vendor.

(2) The priority referred to in subsection (1) does not extend over the claim of any unpaid vendor who had a lien on the property at the time of the acquisition by the bank of the warehouse receipt, bill of lading or security, unless the same was acquired without knowledge on the part of the bank of that lien, and where security is given to the bank under paragraph 427(1)(c) or (m) consisting of aquacultural equipment, under paragraph 427(1)(d) or (n) consisting of agricultural equipment, under paragraph 427(1)(k) consisting of aquacultural equipment or an aquacultural electric system, under paragraph 427(1)(l) consisting of agricultural equipment or a farm electric system or under paragraph 427(1)(p) consisting of forestry equipment, that priority shall exist notwithstanding that the property is or becomes affixed to real property.

Clause 39: Relevant portion of section 443:

443. The Governor in Council may make regulations respecting

(a) the manner in which and the time at which disclosure is to be made by a bank of

Clause 40: Existing text of sections 446 and 447:

446. A bank shall disclose, in the prescribed manner and at the prescribed time, to its customers and to the public, the charges applicable to deposit accounts with the bank and the usual amount, if any, charged by the bank for services normally provided by the bank to its customers and to the public.

447. (1) A bank shall not increase any charge applicable to a personal deposit account with the bank or introduce any new charge applicable to a personal deposit account with the bank unless the bank discloses the charge in the prescribed manner and at the prescribed time to the customer in whose name the account is kept.

(2) With respect to such services in relation to deposit accounts, other than personal deposit accounts, as are prescribed, a bank shall not increase any charge for any such service in relation to a deposit account with the bank or introduce any new charge for any such service in relation to a deposit account with the bank unless the bank discloses the charge in the prescribed manner and at the prescribed time to the customer in whose name the account is kept.

Clause 41: Existing text of subsection 450(1):

450. (1) A bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 451, and other prescribed information have, in the prescribed manner and at the prescribed time, been disclosed by the bank to the borrower.

Clause 42: (1) and (2) Relevant portion of subsection 452(1):

452. (1) Where a bank makes a loan in respect of which the disclosure requirements of section 450 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the bank shall disclose to the borrower, in accordance with the regulations,

...

(c) at such time and in such manner as may be prescribed, any changes respecting the cost of borrowing or the loan agreement as may be prescribed;

...

(e) any other prescribed information, at such time and in such form and manner as may be prescribed.

(3) Existing text of subsection 452(1.1):

(1.1) A bank shall, in accordance with the regulations, at such time and in such manner as may be prescribed, provide prescribed information in any application forms or related documents that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

(4) Relevant portion of subsection 452(2):

(2) Where a bank issues or has issued a credit, payment or charge card to a natural person, the bank shall, in addition to disclosing the costs of borrowing in respect of any loan obtained through the use of the card, disclose to the person, in accordance with the regulations,

...

(d) at such time and in such manner as may be prescribed, such changes respecting the cost of borrowing or the loan agreement as may be prescribed; and

(e) any other prescribed information, at such time and in such form and manner as may be prescribed.

(5) Relevant portion of subsection 452(3):

(3) Where a bank enters into or has entered into an arrangement, including a line of credit, for the making of a loan in respect of which the disclosure requirements of section 450 apply and the loan is not a loan in respect of which subsection (1) or (2) applies, the bank shall, in addition to disclosing the costs of borrowing, disclose to the person to whom the loan is made, in accordance with the regulations,

...

(d) at such time and in such manner as may be prescribed, such changes respecting the cost of borrowing under the arrangement as may be prescribed; and

(e) any other prescribed information, at such time and in such form and manner as may be prescribed.

Clause 43: Existing text of sections 452.1 and 453:

452.1 Where a bank makes a loan in respect of which the disclosure requirements of section 450 apply and the loan is secured by a mortgage on real property, the bank shall disclose to the borrower, at such time and in such manner as may be prescribed, such information as may be prescribed respecting the renewal of the loan.

453. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 452(3), loans, credit cards, payment cards or charge cards, offered to natural persons by a bank, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement contains such information as may be required by the regulations, in such form and manner as may be prescribed.

Clause 44: (1) and (2) Relevant portion of section 454:

454. The Governor in Council may make regulations

(a) respecting the manner in which, and the time at which, a bank shall disclose to a borrower

...

(f) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 449.1 to 453 are to be disclosed;

Clause 45: Existing text of subsection 456(1):

456. (1) A bank shall, in the prescribed manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about a deposit account, an arrangement referred to in subsection 452(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan or about any other obligation of the bank under a consumer provision.

Clause 46: (1) Relevant portion of subsection 458.1(1):

(2) Relevant portion of subsection 458.1(2):

(2) The Governor in Council may make regulations

...

(d) prescribing circumstances in which an individual referred to in subsection (1) is considered not to be a customer of the bank.

Clause 47: (1) and (2) Relevant portion of section 458.3:

458.3 The Governor in Council may make regulations respecting any matters involving a bank’s dealings, or its employees’ or representatives’ dealings, with customers or the public, including

...

(b) the time, place and manner in which any of those activities are to be carried out or any of those services are to be provided.

Clause 48: Existing text of subsections 459.1(4.1) and (4.2):

(4.1) A bank shall disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1) defining “point of service” and prescribing points of service.

Clause 49: Relevant portion of subsection 459.2(5):

(5) The Governor in Council may make regulations prescribing

(a) the manner and time, which may vary according to circumstances specified in the regulations, in which notice shall be given under subsection (1), to whom it shall be given and the information to be included;

(b) circumstances in which a member bank is not required to give notice under subsection (1), circumstances in which the Commissioner may exempt a member bank from the requirement to give notice under that subsection, and circumstances in which the Commissioner may vary the manner and time in which notice is required to be given under any regulation made under paragraph (a); and

Clause 50: (1) Existing text of subsections 459.3(2) and (3):

(2) A bank shall, in the manner and at the time prescribed, file a copy of the statement with the Commissioner.

(3) A bank shall, in the manner and at the time prescribed, disclose the statement to its customers and to the public.

(2) and (3) Relevant portion of subsection 459.3(4):

(4) The Governor in Council may make regulations prescribing

(a) the name, contents and form of the statement referred to in subsection (1) and the time within which it must be prepared;

...

(d) the manner and time in which a statement mentioned in subsection (3) is to be disclosed, respectively, to a bank’s customers and to the public.

Clause 51: (1) and (2) Relevant portion of section 459.4:

459.4 The Governor in Council may, subject to any other provisions of this Act relating to the disclosure of information, make regulations respecting the disclosure of information by banks or any prescribed class of banks, including regulations respecting

(a) the information that must be disclosed, including information relating to

...

(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;

(b) the manner, place and time in which and the persons to whom information is to be disclosed; and

Clause 52: Existing text of section 459.5:

459.5 A bank shall not enter into any arrangement or otherwise cooperate with any of its affiliates that is controlled by a bank or a bank holding company and that is a finance entity as defined in subsection 464(1) or other prescribed entity to sell or further the sale of a product or service of the bank or the affiliate unless

(a) the affiliate complies, with respect to the product or service, with the following provisions as if it were a bank, namely,

(i) sections 449 to 455, subsections 458(1) and (3) and section 459.1, and

(ii) section 456, to the extent that it is applicable to the activities of the affiliate; and

(b) the persons who request or receive the product or service have access to complaint handling by the body corporate designated under subsection 455.1(1).

Clause 53: (1) Existing text of subsection 468(3.1):

(3.1) Despite paragraph (3)(a), a bank may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is

(a) a closed-end fund;

(b) a mutual fund entity; or

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Relevant portion of subsection 468(5):

(5) Subject to the regulations, a bank may not, without the prior written approval of the Minister,

(3) New.

Clause 54: (1) New.

(2) Relevant portion of subsection 507(15):

(15) For the purposes of this Part, a foreign bank has, or is deemed to have, a financial establishment in Canada if the foreign bank or any entity associated with the foreign bank.

(3) Relevant portion of subsection 507(16):

(16) For the purposes of this Part, an entity associated with a foreign bank has, or is deemed to have, a financial establishment in Canada if the entity, the foreign bank or any other entity associated with the foreign bank.

Clause 55: Existing text of subsection 522.08(2.1):

(2.1) Despite paragraph (2)(a), a foreign bank or an entity associated with a foreign bank may acquire or hold control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is

(a) a closed-end fund;

(b) a mutual fund entity; or

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and

(iii) the provision of investment counselling services and portfolio management services.

Clause 56: New.

Clause 57: New.

Clause 58: Relevant portion of subsection 522.21(2):

(2) Subsection (1) does not apply if the foreign bank or any entity associated with the foreign bank

Clause 59: Relevant portion of subsection 522.211(2):

(2) Subsection (1) does not apply if the entity associated with a foreign bank, the foreign bank or any other entity associated with the foreign bank

Clause 60: Relevant portion of subsection 540(2):

(2) Where subsection 524(2) applies, the authorized foreign bank shall, in accordance with any regulations that may be made,

Clause 61: (1) Relevant portion of subsection 545(4):

(4) Before an authorized foreign bank opens a deposit account in Canada, the bank shall, in the prescribed manner, give the person requesting the opening of the account

(2) Relevant portion of subsection 545(5):

(5) An authorized foreign bank shall, in accordance with any regulations that may be made,

(3) Relevant portion of subsection 545(6):

(6) The Governor in Council may make regulations

...

(b) prescribing the manner in which notices referred to in subsection (4) are to be given and the additional information to be contained in the notices; and

Clause 62: Relevant portion of subsection 552(3):

(3) The Governor in Council may make regulations respecting the disclosure by an authorized foreign bank of information relating to insurance or a guarantee against default on a loan made by the authorized foreign bank in Canada on the security of residential property, including regulations respecting

...

(b) the time, place and manner in which and the persons to whom information is to be disclosed; and

Clause 63: Relevant portion of section 562:

562. The Governor in Council may make regulations respecting

(a) the manner in which and the time at which disclosure is to be made by an authorized foreign bank of

Clause 64: Existing text of sections 565 and 566:

565. An authorized foreign bank shall disclose, in the prescribed manner and at the prescribed time, to its customers and to the public, the charges applicable to deposit accounts with the authorized foreign bank and the usual amount, if any, charged by it for services normally provided to its customers and to the public.

566. (1) An authorized foreign bank shall not increase any charge applicable to a personal deposit account with the authorized foreign bank or introduce any new charge applicable to a personal deposit account with the authorized foreign bank unless it discloses the charge in the prescribed manner and at the prescribed time to the customer in whose name the account is kept.

(2) An authorized foreign bank shall not increase any charge for any service that is prescribed in relation to a deposit account, other than a personal deposit account, with the authorized foreign bank, or introduce any new charge for any of those services unless the authorized foreign bank discloses the charge in the prescribed manner and at the prescribed time to the customer in whose name the account is kept.

Clause 65: Existing text of subsection 568(1):

568. (1) An authorized foreign bank shall not make a loan to a natural person that is repayable in Canada unless the cost of borrowing, as calculated and expressed in accordance with section 569, and other prescribed information have, in the prescribed manner and at the prescribed time, been disclosed by the authorized foreign bank to the borrower.

Clause 66: (1) and (2) Relevant portion of subsection 570(1):

570. (1) Where an authorized foreign bank makes a loan in respect of which the disclosure requirements of section 568 are applicable and the loan is required to be repaid either on a fixed future date or by instalments, the authorized foreign bank shall disclose to the borrower, in accordance with the regulations,

...

(c) at the time and in the manner that may be prescribed, any changes respecting the cost of borrowing or the loan agreement that may be prescribed;

...

(e) any other prescribed information, at the time and in the form and manner that may be prescribed.

(3) Existing text of subsection 570(1.1):

(1.1) An authorized foreign bank shall, in accordance with the regulations, at the time and in the manner that may be prescribed, provide prescribed information in any application form or related document that it prepares for the issuance of credit, payment or charge cards and provide prescribed information to any person applying to it for a credit, payment or charge card.

(4) Relevant portion of subsection 570(2):

(2) Where an authorized foreign bank issues or has issued a credit, payment or charge card to a natural person, the authorized foreign bank shall, in addition to disclosing the costs of borrowing in respect of any loan obtained through the use of the card, disclose to the person, in accordance with the regulations,

...

(d) at the time and in the manner that may be prescribed, the changes respecting the cost of borrowing or the loan agreement that may be prescribed; and

(e) any other prescribed information, at the time and in the form and manner that may be prescribed.

(5) Relevant portion of subsection 570(3):

(3) Where an authorized foreign bank enters into or has entered into an arrangement, including a line of credit, for the making of a loan in respect of which the disclosure requirements of section 568 apply and the loan is not a loan in respect of which subsection (1) or (2) applies, the authorized foreign bank shall, in addition to disclosing the costs of borrowing, disclose to the person to whom the loan is made, in accordance with the regulations,

...

(d) at the time and in the manner that may be prescribed, the changes respecting the cost of borrowing under the arrangement that may be prescribed; and

(e) any other prescribed information, at the time and in the form and manner that may be prescribed.

Clause 67: Existing text of sections 570.1 and 571:

570.1 Where an authorized foreign bank makes a loan in respect of which the disclosure requirements of section 568 apply and the loan is secured by a mortgage on real property, the authorized foreign bank shall disclose to the borrower, at the time and in the manner that may be prescribed, the information that may be prescribed respecting the renewal of the loan.

571. No person shall authorize the publication, issue or appearance of any advertisement in Canada relating to arrangements referred to in subsection 570(3), loans, credit cards, payment cards or charge cards, offered to natural persons by an authorized foreign bank, and purporting to disclose prescribed information about the cost of borrowing or about any other matter unless the advertisement contains any information that may be required by the regulations, in the form and manner that may be prescribed.

Clause 68: (1) and (2) Relevant portion of section 572:

572. The Governor in Council may make regulations

(a) respecting the manner in which, and the time at which, an authorized foreign bank shall disclose to a borrower

...

(f) respecting the manner in which and the time at which any rights, obligations, charges or penalties referred to in sections 567.1 to 571 are to be disclosed;

Clause 69: Existing text of subsection 574(1):

574. (1) An authorized foreign bank shall, in the prescribed manner, provide a person requesting or receiving a product or service from it with prescribed information on how to contact the Agency if the person has a complaint about an arrangement referred to in subsection 570(3), a payment, credit or charge card, the disclosure of or manner of calculating the cost of borrowing in respect of a loan, or about any other obligation of the authorized foreign bank under a consumer provision.

Clause 70: (1) and (2) Relevant portion of section 575.1:

575.1 The Governor in Council may make regulations respecting any matters involving an authorized foreign bank’s dealings, or its employees’ or representatives’ dealings, with customers or the public, including

...

(b) the time, place and manner in which any of those activities are to be carried out or any of those services are to be provided.

Clause 71: Existing text of subsections 576.1(4.1) and (4.2):

(4.1) An authorized foreign bank shall disclose the prohibition on coercive tied selling set out in subsection (1) in a statement in plain language that is clear and concise, displayed and available to customers and the public at all of its branches where products or services are offered in Canada, on all of its websites through which products or services are offered in Canada and at all prescribed points of service in Canada.

(4.2) The Governor in Council may make regulations for the purposes of subsection (4.1) defining “point of service” and prescribing points of service.

Clause 72: (1) and (2) Relevant portion of section 576.2:

576.2 The Governor in Council may, subject to any other provisions of this Act relating to the disclosure of information, make regulations respecting the disclosure of information by authorized foreign banks or any prescribed class of authorized foreign banks, including regulations respecting

(a) the information that must be disclosed, including information relating to

...

(iv) any other matter that may affect their dealings, or their employees’ or representatives’ dealings, with customers or the public;

(b) the manner, place and time in which and the persons to whom information is to be disclosed; and

Clause 73: New.

Clause 74: Relevant portion of subsection 613(2):

(2) The Superintendent or a person acting under the Superintendent’s direction

(a) has a right of access to any records, cash, assets and security held by an authorized foreign bank; and

Clause 75: New.

Clause 76: Relevant portion of subsection 643(2):

(2) The Superintendent or a person acting under the Superintendent’s direction

(a) has a right of access to any records, cash, assets and security held by a bank; and

Clause 77: Existing text of section 670:

670. (1) Subject to subsections (2) and (3), bank holding companies shall not carry on business after the day that is the fifth anniversary of the day on which this section comes into force.

(3) If Parliament dissolves on the fifth anniversary of the day on which this section comes into force, on any day within the three-month period before that anniversary or on any day within an extension under subsection (2), bank holding companies may continue to carry on business for 180 days after the first day of the first session of the next Parliament.

Clause 78: Existing text of subsection 727(2):

(2) A bank holding company with equity of eight billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting, or if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.

Clause 79: Existing text of subsection 756(4):

(4) Subsection (2) does not apply to a widely held bank holding company with equity of eight billion dollars or more or to a widely held bank holding company that controls a bank to which subsection 378(1) applies.

Clause 80: Relevant portion of subsection 803(3):

(3) Despite subsection (1), if the amalgamated bank holding company would be a bank holding company with equity of eight billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank holding company is

Clause 81: Existing text of section 876:

876. (1) No person may be a major shareholder of a bank holding company with equity of eight billion dollars or more.

(2) Subsection (1) does not apply to a widely held bank that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of eight billion dollars or more if it controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached eight billion dollars and it has controlled, within the meaning of those paragraphs, the bank holding company since that day.

(3) Subsection (1) does not apply to a widely held bank holding company that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of eight billion dollars or more if the widely held bank holding company controlled, within the meaning of those paragraphs, the bank holding company on the day the bank holding company’s equity reached eight billion dollars and the widely held bank holding company has controlled, within the meaning of those paragraphs, the bank holding company since that day.

(4) Subsection (1) does not apply to any of the following that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of eight billion dollars or more if it controlled, within the meaning of that paragraph, the bank holding company on the day the bank holding company’s equity reached eight billion dollars and it has controlled, within the meaning of that paragraph, the bank holding company since that day:

(a) a widely held insurance holding company;

(b) an eligible Canadian financial institution, other than a bank; or

(5) Subsection (1) does not apply to an entity that controls, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company with equity of eight billion dollars or more if the entity is controlled, within the meaning of those paragraphs, by a widely held bank to which subsection (2) applies, or a widely held bank holding company to which subsection (3) applies, that controls the bank holding company.

(6) Subsection (1) does not apply to an entity that controls, within the meaning of paragraph 3(1)(d), the bank holding company with equity of eight billion dollars or more if the entity is controlled, within the meaning of that paragraph, by

(a) a widely held insurance holding company to which subsection (4) applies that controls the bank holding company;

(b) an eligible Canadian financial institution, other than a bank, to which subsection (4) applies that controls the bank holding company; or

Clause 82: Existing text of subsection 877(1):

877. (1) Despite section 876, if a bank holding company with equity of eight billion dollars or more was formed as the result of an amalgamation, a person who is a major shareholder of the bank holding company on the effective date of the letters patent of amalgamation shall do all things necessary to ensure that the person is no longer a major shareholder of the bank holding company on the day that is one year after that day or on the day that is after any shorter period specified by the Minister.

Clause 83: Existing text of subsection 878(1):

878. (1) If a person is a major shareholder of a bank holding company with equity of less than eight billion dollars and the bank holding company’s equity reaches eight billion dollars or more, the person shall do all things necessary to ensure that the person is not a major shareholder of the bank holding company on the day that is three years after the day the bank holding company’s equity reached eight billion dollars.

Clause 84: Relevant portion of subsection 879(1):

879. (1) If a widely held bank holding company with equity of eight billion dollars or more controls a bank and a person becomes a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is one year after the person became a major shareholder of the bank or entity that controls it,

Clause 85: Relevant portion of subsection 879.1(1):

879.1 (1) Despite subsection 879(1), if a widely held bank holding company with equity of eight billion dollars or more controls a bank in respect of which that subsection does not apply by reason of subsection 879(2) and the equity of the bank reaches two hundred and fifty million dollars or more or any other amount that is prescribed and on the day the equity of the bank reaches two hundred and fifty million dollars or more or the prescribed amount, as the case may be, a person is a major shareholder of the bank or of any entity that also controls the bank, the widely held bank holding company must do all things necessary to ensure that, on the day that is three years after that day,

Clause 86: Existing text of sections 880 and 881:

880. No person who has a significant interest in any class of shares of a widely held bank holding company with equity of eight billion dollars or more may have a significant interest in any class of shares of a subsidiary of the widely held bank holding company that is a bank or a bank holding company.

881. No person who has a significant interest in any class of shares of a bank holding company may have a significant interest in any class of shares of any widely held bank with equity of eight billion dollars or more, or of any widely held bank holding company with equity of eight billion dollars or more, that controls the bank holding company.

Clause 87: Existing text of subsection 882(1):

882. (1) No person shall control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of eight billion dollars or more.

Clause 88: Existing text of sections 883 and 884:

883. (1) No person shall, without the approval of the Minister, acquire control, within the meaning of paragraph 3(1)(d), of a bank holding company with equity of less than eight billion dollars.

(2) If the entity that would result from an amalgamation, a merger or a reorganization would control, within the meaning of paragraph 3(1)(d), a bank holding company with equity of less than eight billion dollars, the entity is deemed to be acquiring control, within the meaning of that paragraph, of the bank holding company through an acquisition for which the approval of the Minister is required under subsection (1).

884. A bank holding company with equity of less than eight billion dollars that controls a bank to which subsection 378(1) applies is deemed, for the purposes of sections 156.09, 727, 876, 879, 879.1, 880, 881, 882, 888 and 890, subsection 891(2), section 893 and subsection 906(2), to be a bank holding company with equity of eight billion dollars or more.

Clause 89: Existing text of section 888:

888. On application by a bank holding company, other than a bank holding company with equity of eight billion dollars or more, the Superintendent may exempt any class of non-voting shares of the bank holding company the aggregate book value of which is not more than 30 per cent of the aggregate book value of all the outstanding shares of the bank holding company from the application of sections 875 and 887.

Clause 90: Existing text of subsection 890(1):

890. (1) Despite sections 875 and 887, the approval of the Minister is not required in respect of a bank holding company with equity of less than eight billion dollars if a person with a significant interest in a class of shares of the bank holding company, or an entity controlled by a person with a significant interest in a class of shares of the bank holding company, purchases or otherwise acquires shares of that class, or acquires control of any entity that holds any share of that class, and the number of shares of that class purchased or otherwise acquired, or the acquisition of control of the entity, as the case may be, would not increase the significant interest of the person in that class of shares of the bank holding company to a percentage that is greater than the percentage referred to in subsection (2) or (3), whichever is applicable.

Clause 91: Existing text of subsection 891(2):

(2) Paragraph (1)(a) does not apply in respect of a bank holding company with equity of eight billion dollars or more.

Clause 92: (1) Relevant portion of subsection 893(1):

893. (1) Every bank holding company with equity of two billion dollars or more but less than eight billion dollars shall, from and after the day determined under this section in respect of that bank holding 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 bank holding company and that are

(2) Relevant portion of subsection 893(2):

(2) The day referred to in subsection (1) is

(a) if the bank holding company had equity of two billion dollars or more but less than eight billion dollars on the day the bank holding company was formed or came into existence, the day that is three years after that day; and

Clause 93: Existing text of section 894:

894. If a bank holding company to which section 893 applies becomes a bank holding company with equity of eight billion dollars or more, that section continues to apply to the bank holding company until no person is a major shareholder of the bank holding company, other than a person in respect of whom subsections 876(2) to (6) applies.

Clause 94: Existing text of section 896:

896. If the Superintendent has, by order, directed a bank holding company with equity of two billion dollars or more but less than eight billion dollars to increase its capital and shares of the bank holding company are issued and acquired in accordance with any terms and conditions that may be specified in the order, section 893 does not apply in respect of the bank holding company until the time that the Superintendent may, by order, specify.

Clause 95: Existing text of subsection 902(1):

902. (1) Despite sections 876 and 882, a widely held bank or a widely held bank holding company may be a major shareholder of a bank holding company with equity of eight billion dollars or more and cease to control, within the meaning of paragraphs 3(1)(a) and (d), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

Clause 96: Existing text of subsection 903(1):

903. (1) Despite sections 876 and 882, an eligible foreign institution, an eligible Canadian financial institution, other than a bank, or a widely held insurance holding company may be a major shareholder of a bank holding company with equity of eight billion dollars or more and cease to control, within the meaning of paragraph 3(1)(d), the bank holding company if it has entered into an agreement with the Minister to do all things necessary to ensure that it is not a major shareholder of the bank holding company on the expiration of the day specified in the agreement.

Clause 97: Relevant portion of subsection 904(1):

904. (1) If a body corporate that is an eligible financial institution other than a bank controls, within the meaning of paragraph 3(1)(d), a bank holding company with equity of eight billion dollars or more and the body corporate subsequently ceases to be an eligible financial institution, the body corporate must do all things necessary to ensure that, on the day that is one year after the day it ceased to be an eligible financial institution,

Clause 98: Relevant portion of subsection 906(2):

(2) Subject to subsection 882(1), the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding

(a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank holding company with equity of eight billion dollars or more; or

Clause 99: Existing text of subsection 913(2):

(2) Despite subsection (1), a bank holding company may record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country or any agent or agency of a foreign country if the bank holding company is a subsidiary of the foreign bank or foreign institution.

Clause 100: Existing text of subsection 914(2):

(2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country or any agent or agency of a foreign country and that has a significant interest in a class of shares of a bank holding company that is a subsidiary of the foreign bank or foreign institution.

Clause 101: (1) Existing text of subsection 930(3.1):

(3.1) Despite paragraph (3)(a), a bank holding company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is

(a) a closed-end fund;

(b) a mutual fund entity; or

(i) the activities of a mutual fund distribution entity,

(ii) any activity that a bank is permitted to engage in under paragraph 410(1)(c.2), and

(iii) the provision of investment counselling services and portfolio management services.

(2) Relevant portion of subsection 930(5):

(5) Subject to the regulations, a bank holding company may not, without the prior written approval of the Minister,

(3) New.

Clause 102: New.