Budget Implementation Act, 2016, No. 1 (S.C. 2016, c. 7)

Marginal note:1996, c. 6, s. 41

• 139 (1) The portion of subsection 39.2(1) of the Act before paragraph (a) is replaced by the following:

  Marginal note:Restructuring transactions

  • 39.2 (1) If an order is made under paragraph 39.13(1)(a), the Corporation may, in addition to any other of its rights and powers, carry out, or cause the federal member institution to carry out,

• Marginal note:1996, c. 6, s. 41

  (2) Paragraphs 39.2(1)(c) and (d) of the Act are replaced by the following:

  • (c) a transaction or series of transactions that involves the sale or other disposition by the federal member institution of all or part of its assets or the assumption by another person of all or part of its liabilities, or both; and

  • (d) any other transaction or series of transactions the purpose of which is to restructure the business of the federal member institution.

• Marginal note:1996, c. 6, s. 41; 2009, c. 2, s. 247

  (3) Subsections 39.2(2) to (5) of the Act are replaced by the following:

  • Marginal note:Transactions for disposition of assets or restructuring

    (2) If an order is made under paragraph 39.13(1)(b), the Corporation, as receiver, may, in addition to any other of its rights and powers, carry out

    • (a) a transaction or series of transactions that involves the sale or other disposition of all or part of the assets of the federal member institution or the assumption by another person of all or part of its liabilities, or both; and

    • (b) any other transaction or series of transactions the purpose of which is to restructure the business of the federal member institution.

  • Marginal note:No approval required — transaction with bridge institution

    (2.1) If a transaction referred to in subsection (1) or (2) between the Corporation, as receiver for a federal member institution, and a bridge institution requires the approval of the Minister or the Superintendent under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act, that approval is not required despite those Acts.

  • Marginal note:Approval by Minister

    (2.2) If a transaction referred to in subsection (1) or (2), other than one described in subsection (2.1), requires the approval of the Superintendent under the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act, that approval is not required despite those Acts but the transaction has no force or effect until the Minister approves it after consultation with the Superintendent.

  • Marginal note:Conversion

    (2.3) An order made under paragraph 39.13(1)(d) gives the Corporation the power to convert, or cause the federal member institution to convert, in whole or in part — by means of a transaction or series of transactions and in one or more steps — the institution’s shares and liabilities that are prescribed by the regulations made under subsection (10) into common shares of that institution or of any of its affiliates.

  • Marginal note:Terms and conditions

    (2.4) Subject to any regulations made under subsection (10) and any by-laws made under subsection (12), the Corporation shall set the terms and conditions of the conversion, including its timing.

  • Marginal note:Publication

    (2.5) As soon as feasible after the conversion, the Corporation shall cause a notice of it to be published in the Canada Gazette and on the federal member institution’s website.

  • Marginal note:Completion of transaction

    (3) If the Corporation considers that a transaction or series of transactions referred to in this section has been substantially completed and that no other such transactions are expected in respect of the federal member institution, it shall cause a notice to that effect to be published in the Canada Gazetteand on the institution’s website. The notice must specify the date on which the notice is to take effect.

  • Marginal note:Negative pledges inapplicable

    (4) No restriction on the rights of the federal member institution, including the right to amalgamate, to sell or otherwise dispose of any of its assets or to provide for the assumption of any of its liabilities, other than a restriction provided for in an Act of Parliament, applies so as to prevent the Corporation, the federal member institution or any other person from carrying out a transaction referred to in this section.

• (4) Section 39.2 of the Act is amended by adding the following after subsection (8):

  • Marginal note:Effects of conversion

    (9) The conversion of shares or liabilities under subsection (2.3)

    • (a) subject to paragraph (b), extinguishes any claim, interest or right in respect of the shares or liabilities, or part of them, that were converted; and

    • (b) does not extinguish any claim to the extent that the claim is a personal claim against a person other than the Corporation, the federal member institution or a person claiming under the Corporation or the federal member institution.

  • Marginal note:Regulations

    (10) The Governor in Council may make regulations respecting conversion for the purposes of this section.

  • Marginal note:Regulations — application

    (11) Regulations made under subsection (10) may, if they so provide, apply in respect of shares and liabilities

    • (a) that were issued or that originated before the day on which the first regulation made under that subsection comes into force if, on or after that day, they are amended or, in the case of liabilities, their term is extended; or

    • (b) that are issued or that originate on or after that day.

  • Marginal note:By-laws

    (12) The Corporation may make by-laws respecting conversion for the purposes of this section, including by-laws that prescribe, for the purposes of subsection (2.3), the interim instruments into which shares and liabilities may be converted before they are converted into common shares.

  • Marginal note:Inconsistency

    (13) In the event of any inconsistency between the regulations made under subsection (10) and the by-laws made under subsection (12), the regulations prevail to the extent of the inconsistency.

• (5) Paragraph 39.2(9)(a) of the Act is replaced by the following:

  • (a) subject to paragraphs (b) and (c), extinguishes any claim, interest or right in respect of the shares or liabilities, or part of them, that were converted;

• (6) Subsection 39.2(9) of the Act is amended by adding “and” at the end of paragraph (b) and by adding the following after that paragraph:

  • (c) does not prevent a secured creditor or an assignee or successor in interest of the person who was the holder of the shares or liabilities immediately before the conversion from being entitled to receive compensation under section 39.23.

Marginal note:2009, c. 2, s. 248

140 Subsection 39.201(3) of the Act is repealed.

Marginal note:1996, c. 6, s. 41

• 141 (1) The portion of subsection 39.22(1) of the Act before paragraph (b) is replaced by the following:

  Marginal note:Winding-up

  • 39.22 (1) The Corporation shall apply for a winding-up order in respect of a federal member institution under the Winding-up and Restructuring Act if a notice has not been published under subsection 39.2(3) in respect of the institution on or before

    • (a) the 60th day after the day on which the order is made under subsection 39.13(1); or

• Marginal note:1996, c. 6, s. 41

  (2) Paragraph 39.22(1)(b) of the English version of the Act is replaced by the following:

  • (b) the day on which any extension of that period ends.

• (3) Section 39.22 of the Act is amended by adding the following after subsection (1):

  • Marginal note:Winding-up — certain cases

    (1.1) Despite subsection (1), if an order is made under paragraph 39.13(1)(d) or subsection 39.13(1.3) in respect of the institution, the Corporation shall apply for a winding-up order in respect of the institution under the Winding-up and Restructuring Act if a notice has not been published under subsection 39.2(3) in respect of the institution on or before

    • (a) the day that is one year after the day on which the order is made under subsection 39.13(1) or any shorter period specified in the order made under paragraph 39.13(1)(d) or subsection 39.13(1.3), as the case may be; or

    • (b) the day on which any extension of the applicable period ends.

• Marginal note:1996, c. 6, s. 41

  (4) Subsection 39.22(3) of the Act is replaced by the following:

  • Marginal note:Extension

    (3) The Governor in Council may, by order made on the recommendation of the Minister, grant one or more extensions of the period set out in subsection (1) — of up to 30 days each — but the last extension must expire not later than 180 days after the day on which the order is made under subsection 39.13(1).

  • Marginal note:Extension — certain cases

    (4) The Governor in Council may, by order made on the recommendation of the Minister, grant one or more extensions of the applicable period set out in subsection (1.1) — of up to one year each — but the last extension must expire not later than five years after the day on which the order is made under subsection 39.13(1).