Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
2045. Section 359 of the Act is replaced by the following:
Marginal note:Right to distribution of money
359. (1) If in the course of the liquidation of a bank that is not a federal credit union the shareholders resolve, or the liquidator proposes, to exchange all or substantially all of the remaining property of the bank for securities of another entity that are to be distributed to the shareholders or to the incorporators — or to distribute all or part of the remaining property of the bank to the shareholders or to the incorporators in kind — a shareholder or incorporator may apply to the court for an order requiring the distribution of the remaining property of the bank to be in money.
Marginal note:Right to distribution of money — federal credit union
(2) If in the course of the liquidation of a federal credit union the members resolve, or the liquidator proposes, to exchange all or substantially all of the remaining property of the federal credit union for securities of another entity that are to be distributed to the members or to members and shareholders — or to distribute all or part of the remaining property of the federal credit union to the members or to members and shareholders in kind — a member or shareholder may apply to the court for an order requiring the distribution of the remaining property of the federal credit union to be in money.
Marginal note:Powers of court
(3) On an application under subsection (1) or (2) , the court may order
(a) all of the remaining property of the bank to be converted into and distributed in money; or
(b) the claim of any person applying under this section to be satisfied by a distribution in money.
Marginal note:Order by court
(4) If an order is made by a court under paragraph (3)(b), the court
(a) must fix a fair value on the share of the property of the bank attributable to the person;
(b) may in its discretion appoint one or more appraisers to assist the court in fixing a fair value in accordance with paragraph (a); and
(c) must render a final order against the bank in favour of the person for the amount of the share of the bank’s property attributable to the person.
2046. Section 361 of the Act is replaced by the following:
Marginal note:Definition of “shareholder”, “member” and “incorporator”
361. In sections 363 and 364, “shareholder”, “member” and “incorporator” include the heirs and personal representatives of a shareholder, member or incorporator, respectively.
2047. (1) Subsection 363(1) of the Act is replaced by the following:
Marginal note:Limitations on liability
363. (1) Despite the dissolution of a bank, a shareholder, member or incorporator to whom any of its property has been distributed is liable to any person claiming under subsection 362(1) to the extent of the amount received by that shareholder, member or incorporator on the distribution.
(2) Subsection 363(3) of the Act is replaced by the following:
Marginal note:Action against class
(3) A court may order an action referred to in subsections (1) and (2) to be brought against the persons who were shareholders, members or incorporators as a class, subject to any conditions that the court thinks fit.
(3) Paragraphs 363(4)(a) and (b) of the Act are replaced by the following:
(a) add as a party to the proceedings each person found by the plaintiff to have been a shareholder, member or incorporator;
(b) determine, subject to subsection (1), the amount that each person who was a shareholder, member or incorporator must contribute towards satisfaction of the plaintiff’s claim; and
2048. Section 364 of the Act is replaced by the following:
Marginal note:Persons who cannot be found
364. If a creditor, shareholder, member or incorporator to whom property is to be distributed on the dissolution of a bank cannot be found, the portion of the property to be distributed to that creditor, shareholder, member or incorporator is to be converted into money and paid in accordance with section 366.
Marginal note:1996, c. 6, par. 167(1)(a)
2049. Subsections 366(1) and (2) of the Act are replaced by the following:
Marginal note:Unclaimed money on winding-up
366. (1) Despite the Winding-up and Restructuring Act, if the business of a bank is being wound up, the liquidator or the bank must pay to the Minister on demand and in any event before the final winding-up of that business any amount that is payable by the liquidator or the bank to a creditor, shareholder, member or incorporator of the bank to whom payment of that amount has not, for any reason, been made.
Marginal note:Records
(2) If a liquidator or a bank makes a payment to the Minister under subsection (1) with respect to a creditor, shareholder, member or incorporator, the liquidator or bank must concurrently forward to the Minister all documents, records and registers in the possession of the liquidator or bank that relate to the entitlement of the creditor, shareholder, member or incorporator.
Marginal note:2001, c. 9, s. 97
2050. (1) Subsection 371(1) of the Act is replaced by the following:
Marginal note:Associates
371. (1) For the purpose of determining ownership of a bank, if two persons who each beneficially own shares or membership shares of a bank are associated with each other, those persons are deemed to be a single person who beneficially owns the aggregate number of shares and membership shares of the bank beneficially owned by them.
(2) The portion of subsection 371(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Associates
(2) For the purposes of subsection (1), a person who beneficially owns shares or membership shares of a bank is associated with another person who beneficially owns shares or membership shares of the bank if
Marginal note:2001, c. 9, s. 98; 2007, c. 6, ss. 19(1)(F) and (2)
2051. Sections 372 and 373 of the Act are replaced by the following:
Marginal note:Significant interest
372. Except as permitted by this Part, no person shall have a significant interest in any class of shares, or in membership shares, of a bank.
Marginal note:Acquisition of significant interest
373. (1) Subject to this Part, no person, or entity controlled by a person, shall, without the approval of the Minister, purchase or otherwise acquire any share or membership share of a bank or purchase or otherwise acquire control of any entity that holds any share or membership share of a bank if
(a) the acquisition would cause the person to have a significant interest in any class of shares or in membership shares of the bank, as the case may be; or
(b) where the person has a significant interest in a class of shares or in membership shares of the bank, the acquisition would increase the significant interest of the person in that class or in the membership shares, as the case may be.
Marginal note:Amalgamation, etc., constitutes acquisition
(2) If the entity that would result from an amalgamation, a merger or a reorganization would have a significant interest in a class of shares or in membership shares of a bank, the entity is deemed to be acquiring a significant interest in that class of shares or in membership shares, as the case may be, through an acquisition for which the approval of the Minister is required under subsection (1).
2052. Section 374 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who is a major shareholder of a federal credit union.
2053. Section 374.1 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who is a major shareholder of a federal credit union.
2054. Section 375 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a person who is a major shareholder of a federal credit union.
2055. Section 376 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a federal credit union that controls a bank.
2056. Section 376.01 of the Act is amended by adding the following after subsection (1):
Marginal note:Exception — federal credit union
(1.1) Subsection (1) does not apply in respect of a federal credit union that controls a bank.
2057. Section 376.1 of the Act is renumbered as subsection 376.1(1) and is amended by adding the following:
Marginal note:Exception — federal credit union
(2) Subsection (1) does not apply in respect of a person who has a significant interest in any class of shares of a federal credit union.
2058. Section 376.2 of the Act is renumbered as subsection 376.2(1) and is amended by adding the following:
Marginal note:Exception — federal credit union
(2) Subsection (1) does not apply in respect of a person who has a significant interest in any class of shares of a federal credit union.
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