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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 IXInvestments (continued)

Miscellaneous (continued)

Marginal note:Divestment order

  •  (1) The Superintendent may, by order, direct a bank to dispose of, within any period that the Superintendent considers reasonable, any loan, investment or interest made or acquired in contravention of this Part.

  • Marginal note:Divestment order

    (2) If, in the opinion of the Superintendent,

    • (a) an investment by a bank or any entity it controls in shares of a body corporate or in ownership interests in an unincorporated entity enables the bank to control the body corporate or the unincorporated entity, or

    • (b) the bank or any entity it controls has entered into an arrangement whereby it or its nominee may veto any proposal put before

      • (i) the board of directors of a body corporate, or

      • (ii) a similar group or committee of an unincorporated entity,

      or whereby no proposal may be approved except with the consent of the bank, the entity it controls or the nominee,

    the Superintendent may, by order, require the bank, within any period that the Superintendent considers reasonable, to do all things necessary to ensure that the bank no longer controls the body corporate or unincorporated entity or has the ability to veto or otherwise defeat any proposal referred to in paragraph (b).

  • Marginal note:Divestment order

    (3) If

    • (a) a bank

      • (i) fails to provide or obtain within a reasonable time the undertakings referred to in subsection 470(1), (2) or (4), or

      • (ii) is in default of an undertaking referred to in subsection 470(1) or (2) and the default is not remedied within ninety days after the day of receipt by the bank of a notice from the Superintendent of the default, or

    • (b) a permitted entity referred to in subsection 470(4) is in default of an undertaking referred to in that subsection and the default is not remedied within ninety days after the day of receipt by the bank of a notice from the Superintendent of the default,

    the Superintendent may, by order, require the bank, within any period that the Superintendent considers reasonable, to do all things necessary to ensure that the bank no longer has a substantial investment in the entity to which the undertaking relates.

  • Marginal note:Exception

    (4) Subsection (2) does not apply in respect of an entity in which a bank has a substantial investment permitted by this Part.

  • 1991, c. 46, s. 480
  • 2001, c. 9, s. 127

Marginal note:Deemed temporary investment

 If a bank controls or has a substantial investment in an entity as permitted by this Part and the bank becomes aware of a change in the business or affairs of the entity that, if the change had taken place before the acquisition of control or of the substantial investment, would have caused the entity not to be a permitted entity or would have been such that approval for the acquisition would have been required under subsection 468(5) or (6), the bank is deemed to have acquired, on the day the bank becomes aware of the change, a temporary investment in respect of which section 471 applies.

  • 1991, c. 46, s. 481
  • 1997, c. 15, s. 65
  • 2001, c. 9, s. 127

Marginal note:Asset transactions

  •  (1) A bank shall not, and shall not permit its subsidiaries to, without the approval of the Superintendent, acquire assets from a person or transfer assets to a person if

    A + B > C

    where

    A
    is the value of the assets;
    B
    is the total value of all assets that the bank and its subsidiaries acquired from or transferred to that person in the twelve months ending immediately before the acquisition or transfer; and
    C
    is ten per cent of the total value of the assets of the bank, as shown in the last annual statement of the bank prepared before the acquisition or transfer.
  • 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:Exception

    (2) Subsection (1) does not apply in respect of

    • (a) assets that are debt obligations that are

      • (i) guaranteed by any financial institution other than the bank,

      • (ii) fully secured by deposits with any financial institution, including the bank, or

      • (iii) fully secured by debt obligations that are guaranteed by any financial institution other than the bank;

    • (b) assets that are debt obligations issued

      • (i) by, or by any agency of,

        • (A) the Government of Canada,

        • (B) the government of a province,

        • (C) a municipality, or

        • (D) the government of a foreign country or any political subdivision of a foreign country, or

      • (ii) by a prescribed international agency;

    • (c) assets that are debt obligations that are guaranteed by, or fully secured by securities issued by, a government, a municipality or an agency referred to in paragraph (b);

    • (d) assets that are debt obligations that are widely distributed, as that expression is defined by the regulations;

    • (e) assets that are debt obligations of an entity controlled by the bank;

    • (f) assets acquired or transferred under a transaction or series of transactions by the bank with another financial institution as a result of the bank’s participation in one or more syndicated loans with that financial institution;

    • (g) assets purchased or sold under a sale agreement that is approved by the Minister under section 236;

    • (h) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 468(5) is required or the approval of the Superintendent under subsection 468(6) is required;

    • (i) assets that are acquired or transferred under a transaction that has been approved by the Minister under subsection 678(1) of this Act or subsection 715(1) of the Insurance Companies Act;

    • (j) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 494(3); or

    • (k) assets acquired or disposed of with the approval of the Superintendent under subsection 494(4).

  • (3) [Repealed, 2007, c. 6, s. 43]

  • Marginal note:Value of assets

    (4) For the purposes of “A” in subsection (1), the value of the assets is

    • (a) in the case of assets that are acquired, the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which will be included in the annual statement of the bank after the acquisition, the fair market value of the assets; and

    • (b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the bank 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 bank if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 308(4), immediately before the transfer.

  • Marginal note:Total value of all assets

    (5) For the purposes of subsection (1), the total value of all assets that the bank or any of its subsidiaries has acquired during the period of twelve months referred to in subsection (1) is the purchase price of the assets or, if the assets are shares of, or ownership interests in, an entity the assets of which immediately after the acquisition were included in the annual statement of the bank, the fair market value of the assets of the entity at the date of the acquisition.

  • Marginal note:Total value of all assets

    (6) For the purposes of subsection (1), the total value of all assets that the bank 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 bank 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 bank if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 308(4), immediately before the transfer of the asset.

  • 1991, c. 46, s. 482
  • 1997, c. 15, s. 66
  • 2001, c. 9, s. 127
  • 2007, c. 6, s. 43
 
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