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Financial System Review Act (S.C. 2012, c. 5)

Assented to 2012-03-29

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

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

Marginal note: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.

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

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

Marginal note: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.

Marginal note: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:

Marginal note: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,

Marginal note: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:

Marginal note: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,

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

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

Marginal note: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.

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

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

Marginal note: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.

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

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

Marginal note: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.

Marginal note:2007, c. 6, s. 20

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

Marginal note: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.

  • Marginal note: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).

Marginal note:2007, c. 6, s. 20

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

    Marginal note: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.

  • Marginal note:2007, c. 6, s. 20

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

    • Marginal note: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.

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

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

Marginal note: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.

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

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

Marginal note: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.

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

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

  • Marginal note:Exception

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

Marginal note: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:

    Marginal note: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

  • Marginal note: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

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

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

Marginal note: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.

Marginal note: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:

Marginal note: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.

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