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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2020-01-27 and last amended on 2019-06-21. Previous Versions

PART IInterpretation and Application (continued)

Interpretation (continued)

Marginal note:Significant interest

  •  (1) A person has a significant interest in a class of shares of a bank or a bank holding company if the aggregate of

    • (a) any shares of that class beneficially owned by the person, and

    • (b) any shares of that class beneficially owned by entities controlled by the person

    exceeds 10 per cent of all of the outstanding shares of that class of shares of the bank or bank holding company.

  • Marginal note:Significant interest — membership shares

    (1.1) A person has a significant interest in the membership shares of a federal credit union if the aggregate of membership shares beneficially owned by the person and membership shares beneficially owned by entities controlled by the person exceeds 10 per cent of all of the outstanding membership shares.

  • Marginal note:Increasing significant interest

    (2) A person who has a significant interest in a class of shares of a bank or bank holding company increases that significant interest in the class of shares if the person or any entity controlled by the person

    • (a) acquires beneficial ownership of additional shares of that class, or

    • (b) acquires control of any entity that beneficially owns shares of that class,

    in such number as to increase the percentage of shares of that class that are beneficially owned by the person and by any entities controlled by the person.

  • Marginal note:Increasing significant interest — membership shares

    (3) A person who has a significant interest in the membership shares of a federal credit union increases that significant interest in the membership shares if the person or any entity controlled by the person acquires beneficial ownership of additional membership shares, or acquires control of any entity that beneficially owns membership shares, of the federal credit union in such number as to increase the percentage of membership shares that are beneficially owned by the person and by any entities controlled by the person.

  • 1991, c. 46, s. 8
  • 2001, c. 9, s. 40
  • 2010, c. 12, s. 1899

Marginal note:Acting in concert

  •  (1) For the purposes of Part VII and Division 7 of Part XV, if two or more persons have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of

    • (a) shares of a bank or of a bank holding company that they beneficially own,

    • (b) shares or ownership interests that they beneficially own of any entity that beneficially owns shares of a bank or of a bank holding company, or

    • (c) shares or ownership interests that they beneficially own of any entity that controls any entity that beneficially owns shares of a bank or bank holding company,

    those persons are deemed to be a single person who is acquiring beneficial ownership of the aggregate number of shares of the bank or bank holding company or shares or ownership interests of the entity that are beneficially owned by them.

  • Marginal note:Acting in concert

    (2) Without limiting the generality of subsection (1), any agreement, commitment or understanding by or between two or more persons who beneficially own shares of a bank or bank holding company or shares or ownership interests of any entity referred to in paragraph (1)(b) or (c),

    • (a) whereby any of them or their nominees may veto any proposal put before the board of directors of the bank or bank holding company, or

    • (b) under which no proposal put before the board of directors of the bank or bank holding company may be approved except with the consent of any of them or their nominees,

    is deemed to be an agreement, commitment or understanding referred to in subsection (1).

  • Marginal note:Exceptions

    (3) For the purposes of this section, persons shall be presumed not to have agreed to act jointly or in concert solely by reason of the fact that

    • (a) one is the proxyholder of one or more of the others in respect of shares or ownership interests referred to in subsection (1); or

    • (b) they vote the voting rights attached to shares or ownership interests referred to in subsection (1) in the same manner.

  • Marginal note:Designation

    (4) Where in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsections (1) and (2) exists by or among two or more persons, the Superintendent may designate those persons as persons who have agreed to act jointly or in concert.

  • Marginal note:Contravention

    (5) A person contravenes a provision of Part VII or Division 7 of Part XV if the person agrees to act jointly or in concert with one or more other persons in such a manner that a deemed single person contravenes the provision.

  • 1991, c. 46, s. 9
  • 2001, c. 9, s. 41
  • 2007, c. 6, s. 2

Marginal note:Acting in concert — members’ rights to vote

  •  (1) For the purposes of Part VII, if two or more members have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of the exercise of any right to vote at a meeting of members, those members are deemed to be a single member.

  • Marginal note:Exceptions

    (2) For the purposes of this section, members are presumed not to have agreed to act jointly or in concert solely by reason of the fact that

    • (a) their membership voting rights are vested in the same delegate or delegates; or

    • (b) they exercise their membership voting rights in the same manner.

  • Marginal note:Designation

    (3) If in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsection (1) exists by or among two or more members, the Superintendent may designate those members as members who have agreed to act jointly or in concert.

  • Marginal note:Contravention

    (4) A member contravenes a provision of Part VII if the member agrees to act jointly or in concert with one or more other members in such a manner that a deemed single member contravenes that provision.

  • 2010, c. 12, s. 1900

Marginal note:Acting in concert — shareholders and members’ right to vote

  •  (1) For the purposes of Part VII, if one or more members of a federal credit union and one or more shareholders of the federal credit union have agreed, under any agreement, commitment or understanding, whether formal or informal, verbal or written, to act jointly or in concert in respect of the exercise of their respective rights to vote, those persons are deemed to be a single person.

  • Marginal note:Exceptions

    (2) For the purposes of this section, persons are presumed not to have agreed to act jointly or in concert solely by reason of the fact that

    • (a) one or more of the members is the proxyholder of one or more of the shareholders;

    • (b) one or more of the shareholders is a delegate of one or more of the members; or

    • (c) they exercise their respective voting rights in the same manner.

  • Marginal note:Designation

    (3) If in the opinion of the Superintendent it is reasonable to conclude that an agreement, commitment or understanding referred to in subsection (1) exists by or among one or more members and one or more shareholders, the Superintendent may designate those members and shareholders as persons who have agreed to act jointly or in concert.

  • Marginal note:Contravention

    (4) A shareholder or a member contravenes a provision of Part VII if the shareholder or member agrees to act jointly or in concert with one or more other shareholders or members in such a manner that a deemed single person contravenes that provision.

  • 2010, c. 12, s. 1900

Marginal note:Substantial investment in body corporate

  •  (1) A person has a substantial investment in a body corporate where

    • (a) the voting rights attached to the aggregate of any voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person exceed 10 per cent of the voting rights attached to all of the outstanding voting shares of the body corporate;

    • (b) the aggregate of any shares of the body corporate beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25 per cent of the shareholders’ equity of the body corporate; or

    • (c) in the case of a body corporate that is a federal credit union,

      • (i) the voting rights of the person and of entities controlled by the person exceed 10 per cent of the aggregate of the voting rights that may be exercised by members and shareholders, or

      • (ii) the aggregate of any shares and membership shares of the federal credit union beneficially owned by the person and by any entities controlled by the person represents ownership of greater than 25 per cent of the members’ and shareholders’ equity of the federal credit union.

  • Marginal note:Increasing substantial investment in body corporate

    (2) A person who has a substantial investment in a body corporate pursuant to paragraph (1)(a) increases that substantial investment when the person or any entity controlled by the person

    • (a) acquires beneficial ownership of additional voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or

    • (b) acquires control of any entity that beneficially owns any voting shares of the body corporate in such number as to increase the percentage of voting rights attached to the aggregate of the voting shares of the body corporate beneficially owned by the person and by any entities controlled by the person.

  • Marginal note:Idem

    (3) A person who has a substantial investment in a body corporate pursuant to paragraph (1)(b) increases that substantial investment when the person or any entity controlled by the person

    • (a) acquires beneficial ownership of additional shares of the body corporate in such number as to increase the percentage of the shareholders’ equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person; or

    • (b) acquires control of any entity that beneficially owns any shares of the body corporate in such number as to increase the percentage of the shareholders’ equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person.

  • Marginal note:Increasing substantial investment in federal credit unions

    (3.1) A person who has a substantial investment in a federal credit union under subparagraph (1)(c)(i) increases that substantial investment when the percentage of the voting rights of the person and of entities controlled by the person in relation to the aggregate of the voting rights that may be exercised by members and shareholders is increased for any reason.

  • Marginal note:Increasing substantial investment in federal credit unions

    (3.2) A person who has a substantial investment in a federal credit union under subparagraph (1)(c)(ii) increases that substantial investment when

    • (a) the person or any entity controlled by the person acquires beneficial ownership of additional shares or membership shares of the federal credit union in such number as to increase the percentage of the members’ and shareholders’ equity of the federal credit union represented by the aggregate of the shares and membership shares beneficially owned by the person and by entities controlled by the person; or

    • (b) the person or any entity controlled by the person acquires control of any entity that beneficially owns shares or membership shares of the federal credit union in such number as to increase the percentage of the members’ and shareholders’ equity of the federal credit union represented by the aggregate of the shares and membership shares beneficially owned by the person and by entities controlled by the person.

  • Marginal note:New substantial investment

    (4) For greater certainty,

    • (a) where a person has a substantial investment in a body corporate pursuant to paragraph (1)(a) and the person, or any entity controlled by the person,

      • (i) purchases or otherwise acquires beneficial ownership of shares of the body corporate, or

      • (ii) acquires control of any entity that beneficially owns shares of the body corporate,

      in such number as to cause the shareholders’ equity of the body corporate represented by the aggregate of the shares of the body corporate beneficially owned by the person and by any entities controlled by the person to exceed 25 per cent of the shareholders’ equity of the body corporate, or

    • (b) where a person has a substantial investment in a body corporate pursuant to paragraph (1)(b) and the person or any entity controlled by the person

      • (i) purchases or otherwise acquires beneficial ownership of voting shares of the body corporate, or

      • (ii) acquires control of any entity that beneficially owns voting shares of the body corporate,

      in such number as to cause the voting rights attached to the aggregate of the voting shares beneficially owned by the person and by any entities controlled by the person to exceed 10 per cent of the voting rights attached to all of the outstanding voting shares of the body corporate,

    the acquisition is deemed to cause the person to increase a substantial investment in the body corporate.

  • Marginal note:New substantial investment — federal credit union

    (4.1) For greater certainty,

    • (a) if a person has a substantial investment in a federal credit union under subparagraph (1)(c)(i) and the person, or any entity controlled by the person, purchases or otherwise acquires beneficial ownership of shares or membership shares of the federal credit union or acquires control of any entity that beneficially owns shares or membership shares of the federal credit union, the acquisition is deemed to cause the person to increase a substantial investment in the federal credit union if the percentage of the members’ and shareholders’ equity of the federal credit union represented by the aggregate of the shares and membership shares of the federal credit union beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of the members’ and shareholders’ equity of the federal credit union; or

    • (b) if a person has a substantial investment in a federal credit union under subparagraph (1)(c)(ii) and the person or any entity controlled by the person acquires voting rights in the federal credit union — or acquires control of any entity that has voting rights in the federal credit union — in such number that the percentage of the voting rights of the person and entities controlled by the person exceeds 10 per cent of the aggregate of the voting rights of the members and shareholders of the federal credit union, the acquisition is deemed to cause the person to increase a substantial investment in the federal credit union.

  • Marginal note:Substantial investment in unincorporated entity

    (5) A person has a substantial investment in an unincorporated entity where the aggregate of any ownership interests, however designated, into which the entity is divided, beneficially owned by the person and by any entities controlled by the person exceeds 25 per cent of all of the ownership interests into which the entity is divided.

  • Marginal note:Increasing substantial investment in unincorporated entities

    (6) A person who has a substantial investment in an unincorporated entity increases that substantial investment when the person or any entity controlled by the person

    • (a) acquires beneficial ownership of additional ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests in the unincorporated entity beneficially owned by the person and by any entities controlled by the person; or

    • (b) acquires control of any entity that beneficially owns ownership interests in the unincorporated entity in such number as to increase the percentage of ownership interests beneficially owned by the person and by any entities controlled by the person.

  • 1991, c. 46, s. 10
  • 2010, c. 12, s. 1901
 
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