Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
Marginal note:2001, c. 9, s. 98
2069. (1) Paragraph 396(1)(h) of the Act is replaced by the following:
(h) the best interests of the financial system in Canada, including, if the bank is a federal credit union, the best interests of the cooperative financial system in Canada.
Marginal note:2001, c. 9, s. 98; 2007, c. 6, par. 132(u)
(2) 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 eight billion dollars or more that is not a federal credit union; or
(3) Section 396 of the Act is amended by adding the following after subsection (2):
Marginal note:Exception
(2.1) Subject to subsection 377.2(1), the Minister is to 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 more than 10 per cent but no more than 30 per cent of any class of the outstanding shares, or of membership shares, of a federal credit union.
2070. The Act is amended by adding the following after section 401.1:
Marginal note:Federal credit union constraints
401.11 Subject to this Act, a federal credit union may by by-law impose, change or remove restrictions on the issue, transfer or ownership of its membership shares, or shares of any class of the shares of the federal credit union, in order to prevent a person from having a significant interest in the membership shares or shares of that class.
Marginal note:2001, c. 9, s. 98
2071. (1) The portion of subsection 401.2(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Constraining registration: Crown and foreign governments
401.2 (1) No bank is to record in its securities register or members register a transfer or issue of any share or membership share of the bank to
Marginal note:2001, c. 9, s. 98
(2) Subsection 401.2(2) of the Act is replaced by the following:
Marginal note:Exception
(2) Despite subsection (1), a bank may record in its securities register or members register a transfer or issue of any share or membership 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.
Marginal note:2001, c. 9, s. 98
2072. Subsection 401.3(2) of the Act is replaced by the following:
Marginal note:Suspension of voting rights held by governments
(2) Despite subsection 79.2(2), a member of a federal credit union must not, in person or by delegate, vote as a member of the federal credit union if the member is, or is an entity controlled by,
(a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights; or
(b) the government of a foreign country or any political subdivision thereof, or any agency thereof.
Marginal note:Exception
(3) Subsections (1) and (2) do 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, or in membership shares, of a bank that is a subsidiary of the foreign bank or foreign institution.
Marginal note:2001, c. 9, s. 99(1)
2073. Subsection 402(1) of the Act is replaced by the following:
Marginal note:Disposition
402. (1) If, with respect to any bank, a person contravenes section 372 or subsection 373(1), 374(1) or 375(1) or section 376.1 or 376.2, subsection 377(1) or section 377.1 or 377.2 or fails to comply with an undertaking referred to in subsection 390(2) or with any terms and conditions imposed under section 397, the Minister may, if the Minister considers it in the public interest to do so, by order,
(a) dispose of any number of shares of the bank beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order;
(b) dispose of any number of membership shares of the bank beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order; or
(c) take any other action that is necessary for any of those persons to cease controlling, within the meaning of paragraph 3(1)(a.1), the federal credit union.
Marginal note:2007, c. 6, s. 22
2074. Section 402.1 of the Act is replaced by the following:
Marginal note:Permission to become another body corporate
402.1 If subsection 402(1) applies, the Minister may, on application by the bank, permit the bank to apply to be continued as a body corporate under any Act of Parliament referred to in subsection 39.1(1) or 39.2(1) instead of, or in addition to, issuing an order under subsection 402(1).
2075. Subsection 403(2) of the Act is replaced by the following:
Marginal note:Court order
(2) A court may, on an application under subsection (1), make any order that the circumstances require to give effect to the terms of the direction, including requiring the bank concerned to sell the shares, or to redeem, purchase or transfer to another member the membership shares, that are the subject-matter of the direction.
2076. (1) Paragraphs 405(1)(a) and (b) of the Act are replaced by the following:
(a) require any person in whose name a share or membership share of the bank is held to submit a declaration setting out
(i) the beneficial ownership of the share or membership share, and
(ii) any other information that the directors consider relevant for the purposes of this Part;
(b) require any person who wishes to have a transfer of a share or membership share registered in the name of, or to have a share or membership share issued to, that person to submit a declaration referred to in paragraph (a) as though the person were the holder of that share or membership share; and
(2) Subsection 405(2) of the Act is replaced by the following:
Marginal note:Order of Superintendent
(2) The Superintendent may, by order, direct a bank to obtain from any person in whose name a share or membership share of the bank is held a declaration setting out the name of every entity controlled by that person and containing information concerning
(a) the ownership or beneficial ownership of the share or membership share; and
(b) such other related matters as are specified by the Superintendent.
(3) Subsection 405(4) of the Act is replaced by the following:
Marginal note:Outstanding declaration: effect
(4) If, under this section, a declaration is required to be submitted by a shareholder, member or other person in respect of the issue or transfer of any share or membership share, a bank may refuse to issue the share or membership share or register the transfer unless the required declaration is submitted.
Marginal note:2001, c. 9, s. 127
2077. The definition “participating share” in subsection 464(1) of the Act is replaced by the following:
“participating share”
« action participante »
“participating share” means a share of a body corporate that carries the right to participate in the earnings of the body corporate to an unlimited degree and to participate in a distribution of the remaining property of the body corporate on dissolution and includes a membership share.
2078. (1) Paragraph 486(1)(a) of the Act is replaced by the following:
(a) is a person who has a significant interest in a class of shares or in membership shares of the bank;
Marginal note:1997, c. 15, s. 68(3)
(2) Paragraph 486(1)(g) of the English version of the Act is replaced by the following:
(g) is a person, or forms part of a class of persons, designated under subsection (3) or (4) as, or deemed under subsection (5) to be, a related party of the bank.
2079. Paragraphs 487(2)(a) and (b) of the Act are replaced by the following:
(a) the issue of shares of any class of shares, or of membership shares, of a bank when fully paid for in money or when issued
(i) in accordance with any provisions for the conversion of other issued and outstanding securities of the bank into shares of that class of shares, or into membership shares,
(ii) as a share or membership share dividend,
(iii) in exchange for shares, or membership shares, however designated, of a body corporate that has been continued as a bank under Part III,
(iv) in accordance with the terms of an amalgamation under Part VI,
(v) by way of consideration in accordance with the terms of a sale agreement under Part VI, or
(vi) with the approval in writing of the Superintendent, in exchange for shares of another body corporate;
(b) the payment of dividends or patronage allocations by a bank;
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