Financial Consumer Agency of Canada Act (S.C. 2001, c. 9)
Full Document:
Assented to 2001-06-14
Marginal note:1997, c. 15, s. 372
519. Section 375.1 of the Act is replaced by the following:
Marginal note:No acquisition of control without approval
375.1 No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company, without the prior approval of the Minister.
520. Subsection 378(1) of the Act is replaced by the following:
Marginal note:Where approval not required
378. (1) Despite sections 375 and 376, the approval of the Minister is not required if
(a) the Superintendent has, by order, directed the company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order; or
(b) a person who controls, within the meaning of paragraph 3(1)(a), the company acquires additional shares of the company.
521. Section 379 of the Act is replaced by the following:
Marginal note:Public holding requirement
379. (1) Every company shall, from and after the day determined under this section in respect of that company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are
(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and
(b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.
Marginal note:Determination of day
(2) If the company has equity of one billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches one billion dollars.
Marginal note:Extension
(3) If general market conditions so warrant and the Minister is satisfied that a company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the company must comply with subsection (1).
522. Subsection 380(1) of the Act is replaced by the following:
Marginal note:Limit on assets
380. (1) Unless an exemption order with respect to the company is granted under section 382, if a company fails to comply with section 379 in any month, the Minister may, by order, require the company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the company’s average total assets in the three month period ending on the last day of the month immediately before the month specified in the order.
Marginal note:1991, c. 47, par. 753(b)
523. (1) The portion of subsection 382(1) of the Act before paragraph (f) is replaced by the following:
Marginal note:Exemption by order of Minister
382. (1) An entity that controls a company and that is
(a) a widely held bank,
(b) a bank that would be in compliance with section 379 if it were a company,
(b.1) a widely held bank holding company,
(b.2) a bank holding company that would be in compliance with section 379 if it were a company,
(c) a company that is in compliance with section 379,
(d) an insurance company, other than a mutual company, to which the Insurance Companies Act applies that would be in compliance with section 379 if it were a company,
(d.1) a mutual company or a fraternal benefit society to which the Insurance Companies Act applies,
(d.2) an insurance holding company that would be in compliance with section 379 if it were a company,
(e) an association to which the Cooperative Credit Associations Act applies,
(2) Paragraph 382(5)(a) of the Act is replaced by the following:
(a) the entity that applied for the exemption order ceases to control the company;
Marginal note:1997, c. 15, s. 374
524. Sections 384 to 386 of the Act are replaced by the following:
Marginal note:Acquisition of control permitted
384. (1) Subject to subsection (2) and sections 376 and 385, section 379 does not apply in respect of a company if a person acquires control of a company with equity of one billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person.
Marginal note:Undertaking required
(2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are
(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and
(b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.
Marginal note:Application of section 379
385. At the expiration of the period for compliance with an undertaking referred to in subsection 384(2), section 379 shall apply in respect of the company to which the undertaking relates.
Marginal note:Restriction on voting rights
386. (1) If, with respect to any company, a particular person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or with any term or condition imposed under section 389, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights
(a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or
(b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.
Marginal note:Subsection (1) ceases to apply
(2) Subsection (1) ceases to apply in respect of a person when, as the case may be,
(a) the shares to which the contravention relates have been disposed of;
(b) the person ceases to control the company within the meaning of paragraph 3(1)(d);
(c) if the person failed to comply with an undertaking referred to in subsection 384(2), the company complies with section 379; or
(d) if the person failed to comply with a term or condition imposed under section 389, the person complies with the term or condition.
525. Section 387 of the Act is replaced by the following:
Marginal note:Application for approval
387. (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
Marginal note:Applicant
(2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.
526. Subsection 388(1) of the Act is replaced by the following:
Marginal note:Matters for consideration
388. (1) Subject to subsection (2), if an application for an approval under section 375 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including
(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;
(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;
(c) the business record and experience of the applicant or applicants;
(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;
(e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
(f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and
(g) the best interests of the financial system in Canada.
527. Section 389 of the Act is replaced by the following:
Marginal note:Terms and conditions
389. The Minister may impose any terms and conditions in respect of an approval given under this Part that the Minister considers necessary to ensure compliance with any provision of this Act.
528. (1) Subsection 390(1) of the Act is replaced by the following:
Marginal note:Certifying receipt of application
390. (1) If, in the opinion of the Superintendent, an application filed under this Part contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.
(2) Subsection 390(2) of the English version of the Act is replaced by the following:
Marginal note:Incomplete application
(2) If, in the opinion of the Superintendent, an application filed under this Part is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.
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