An Act to amend the law governing financial institutions and to provide for related and consequential matters (S.C. 2007, c. 6)
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Assented to 2007-03-29
PART 21991, c. 48AMENDMENTS TO THE COOPERATIVE CREDIT ASSOCIATIONS ACT
Marginal note:2001, c. 9, s. 314
174. Subsections 393(4) and (5) of the Act are replaced by the following:
Marginal note:Temporary investment
(4) If an association, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Minister would have been required under subsection 390(5) if the association had acquired the control, or acquired or increased the substantial investment, under section 390, the association must, within 90 days after acquiring control or after acquiring or increasing the substantial investment,
(a) apply to the Minister for approval to retain control of the entity or to continue to hold the substantial investment in the entity for a period specified by the Minister or for an indeterminate period on any terms and conditions that the Minister considers appropriate; or
(b) do all things necessary to ensure that, on the expiry of the 90 days, it no longer controls the entity or does not have a substantial investment in the entity.
Marginal note:Indeterminate extension
(5) If an association, by way of temporary investment, acquires control of, or acquires or increases a substantial investment in, an entity for which the approval of the Superintendent would have been required under subsection 390(6) if the association had acquired the control, or acquired or increased the substantial investment, under section 390, the Superintendent may, on application, permit the association to retain control of the entity or to continue to hold the substantial investment in the entity for an indeterminate period, on any terms and conditions that the Superintendent considers appropriate.
175. Subsection 394(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) all or any of the ownership interests in any entity that is primarily engaged in holding shares of, ownership interests in or assets acquired from the entity or any of its affiliates.
176. (1) Section 406 of the Act is amended by adding the following after subsection (1):
Marginal note:Approval of series of transactions
(1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.
Marginal note:2001, c. 9, s. 314
(2) Subsections 406(2) to (4) of the Act are replaced by the following:
Marginal note:Exception
(2) Subsection (1) does not apply in respect of a transaction or series of transactions between an association and a member of the association.
Marginal note:Exception
(3) Subsection (1) does not apply in respect of
(a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (vi) of the definition “commercial loan” in subsection 386(1);
(b) assets acquired or transferred under a transaction or series of transactions by an association with another financial institution as a result of the association’s participation in one or more syndicated loans with that financial institution;
(c) assets purchased or sold under a sale agreement that is approved by the Minister under section 233.5;
(d) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VIII or subsection 390(5) is required or the approval of the Superintendent under subsection 390(6) is required;
(e) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 418(3); or
(f) assets acquired or disposed of with the approval of the Superintendent under subsection 418(3.1).
Marginal note:2001, c. 9, s. 314
(3) Paragraph 406(5)(b) of the Act is replaced by the following:
(b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the association prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the association if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 292(4), immediately before the transfer.
Marginal note:2001, c. 9, s. 314
(4) Subsection 406(7) of the Act is replaced by the following:
Marginal note:Total value of all assets
(7) For the purposes of subsection (1), the total value of all assets that the association or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the association prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the association if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 292(4), immediately before the transfer of the asset.
177. Section 412 of the Act is amended by adding the following after subsection (3):
Marginal note:Security of a related party
(4) For the purposes of this Part, “security” of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.
178. Section 418 of the Act is amended by adding the following after subsection (4):
Marginal note:Approval under section 233.5
(5) An association may acquire any assets from, or dispose of any assets to, a related party of the association under a sale agreement that is approved by the Minister under section 233.5.
Marginal note:1997, c. 15, s. 152
179. Subsection 419(3) of the Act is replaced by the following:
Marginal note:Exception
(3) Despite subsection 413(2), an association is deemed not to have indirectly entered into a transaction in respect of which this Part applies if the transaction is entered into by an entity that is controlled by the association and the business of which is limited to the activity referred to in paragraph 390(2)(c) and the transaction is on terms and conditions at least as favourable to the association as market terms and conditions, as defined in subsection 425(2).
Marginal note:2001, c. 9, s. 324
180. Sections 431.1 to 431.3 of the Act are repealed.
Marginal note:2001, c. 9, s. 327
181. Section 435.2 of the Act is repealed.
Marginal note:2001, c. 9, s. 337
182. Section 459.2 of the Act and the heading before it are replaced by the following:
Approvals
Definition of “approval”
459.2 In sections 459.3 to 459.8, “approval” includes any consent, designation, order, exemption, extension or other permission granted by the Minister or the Superintendent under this Act, and includes the issuance of letters patent.
Marginal note:Matters to take into account — Minister
459.3 (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, take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Matters to take into account — Superintendent
(2) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval and to any prudential considerations that the Superintendent considers relevant in the circumstances, the Superintendent may, in considering whether to grant the approval, take into account
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Minister — terms, conditions and undertakings
459.4 (1) In addition to any other action that may be taken under this Act, the Minister may, in granting an approval, impose any terms and conditions or require any undertaking that the Minister considers appropriate, including any terms, conditions or undertakings specified by the Superintendent to maintain or improve the safety and soundness of any financial institution regulated under an Act of Parliament to which the approval relates or that might be affected by it.
Marginal note:Superintendent — terms, conditions and undertakings
(2) In addition to any other action that may be taken under this Act, the Superintendent may, in granting an approval, impose any terms and conditions or require any undertaking that the Superintendent considers appropriate.
Marginal note:Revocation, suspension or amendment of approval — Minister
459.5 (1) The Minister may revoke, suspend or amend any approval granted by the Minister if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Minister may take into account all matters that he or she considers relevant in the circumstances, including
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Revocation, suspension or amendment of approval — Superintendent
(2) The Superintendent may revoke, suspend or amend any approval granted by the Superintendent if he or she considers it appropriate to do so. In deciding whether to take any of those actions, the Superintendent may take into account any prudential considerations that he or she considers relevant in the circumstances and
(a) national security; and
(b) Canada’s international relations and its international legal obligations.
Marginal note:Representations
(3) Before taking any action under this section, the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Effect of non-compliance on approval
459.6 (1) Unless otherwise expressly provided in this Act, a failure to comply with a term, condition or undertaking imposed or required under any provision of this Act does not invalidate the approval to which the term, condition or undertaking relates.
Marginal note:Non-compliance
(2) In addition to any other action that may be taken under this Act, in the case of non-compliance by a person with a term, condition or undertaking imposed or required under any provision of this Act, the Minister or the Superintendent, as the case may be, may
(a) revoke, suspend or amend the approval to which the term, condition or undertaking relates; or
(b) apply to a court for an order directing the person to comply with the term, condition or undertaking, and on such an application the court may make the order and any other order that it thinks fit.
Marginal note:Representations
(3) Before taking any action under subsection (2), the Minister or the Superintendent, as the case may be, shall give the person concerned a reasonable opportunity to make representations.
Marginal note:Revocation, suspension or amendment
(4) At the request of the person concerned, the Minister or the Superintendent, as the case may be, may revoke, suspend or amend any terms or conditions imposed by him or her and may revoke or suspend an undertaking given to him or her or approve its amendment.
Marginal note:Multiple approval — other approvals
459.7 The Minister or the Superintendent may grant more than one approval, other than letters patent, in a single instrument if he or she considers it appropriate to do so, and if the Minister or Superintendent does so, he or she may specify different effective dates for each of the approvals.
Marginal note:Exemption in relation to notices of intention
459.8 The Superintendent may, on application, exempt an applicant or applicants from the provisions of this Act respecting the publication of a notice of intention in respect of applications for approvals and impose any terms and conditions respecting the publication of the notice of intention that he or she considers appropriate.
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