Bank Act (S.C. 1991, c. 46)

Marginal note:Matters for consideration

• 906 (1) Subject to subsection (2), if an application for an approval under section 875 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including

  • (a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support of any bank that is a subsidiary of the bank holding company;

  • (b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of any bank that is a subsidiary of the bank holding company;

  • (c) the business record and experience of the applicant or applicants;

  • (d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;

  • (e) whether the bank holding company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;

  • (f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the bank holding company and its affiliates on the conduct of those businesses and operations; and

  • (g) the best interests of the financial system in Canada.

• Marginal note:Exception

  (2) Except for an application by an eligible agent for an approval under section 875, and subject to subsection 882(1), the Minister shall take into account only paragraph (1)(d) if the application is in respect of a transaction that would result in the applicant or applicants holding

  • (a) more than 10 per cent but no more than 20 per cent of any class of the outstanding voting shares of a widely held bank holding company with equity of twelve billion dollars or more; or

  • (b) more than 10 per cent but no more than 30 per cent of any class of the outstanding non-voting shares of such a bank holding company.

• Marginal note:Favourable treatment

  (3) The Minister shall not approve a transaction that would cause a bank holding company to become a subsidiary of a foreign bank within the meaning of any of paragraphs (a) to (f) of the definition foreign bank in section 2 that is a non-WTO Member foreign bank, unless the Minister is satisfied that treatment as favourable for bank holding companies to which this Act applies exists or will be provided in the jurisdiction in which the foreign bank principally carries on business, either directly or through a subsidiary.

Marginal note:Terms and conditions

907 The Minister may impose any terms and conditions in respect of an approval given under this Division that the Minister considers necessary to ensure compliance with any provision of this Act.

Marginal note:Certifying receipt of application

• 908 (1) If, in the opinion of the Superintendent, an application filed under this Division contains all the required information, the Superintendent shall without delay refer the application to the Minister and send a receipt to the applicant certifying the date on which the completed application was received by the Superintendent.

• Marginal note:Incomplete application

  (2) If, in the opinion of the Superintendent, an application filed under this Division is incomplete, the Superintendent shall send a notice to the applicant specifying the information required by the Superintendent to complete the application.

Marginal note:Notice of decision

• 909 (1) Subject to subsections (2) and (3) and 910(1), the Minister shall, within a period of thirty days after the certified date referred to in subsection 908(1), send to the applicant

  • (a) a notice approving the transaction to which the application relates; or

  • (b) if the Minister is not satisfied that the transaction to which the application relates should be approved, a notice to that effect, advising the applicant of the right to make representations to the Minister in respect of the matter.

• Marginal note:Notice of decision

  (2) Subject to subsections (4) and 910(2), the notice referred to in paragraph (1)(a) or (b) shall be sent by the Minister within a period of 45 days after the certified date referred to in subsection 908(1) in the following cases:

  • (a) the application involves the acquisition of control of a bank holding company;

  • (b) the application is made by an eligible agent or an entity controlled by an eligible agent; or

  • (c) an application is made for the approval referred to in subsection 913(3).

• Marginal note:Extension of period for notice

  (3) If the Minister is unable to complete the consideration of an application within the period referred to in subsection (1), the Minister shall,

  • (a) within that period, send a notice to that effect to the applicant; and

  • (b) within a further period of thirty days after the date of the sending of the notice referred to in paragraph (a) or within any other further period that may be agreed on by the applicant and the Minister, send a notice referred to in paragraph (1)(a) or (b) to the applicant.

• Marginal note:Further extensions

  (4) If the Minister considers it appropriate to do so, the Minister may extend the period referred to in subsection (2) for one or more periods of forty-five days.

Marginal note:Reasonable opportunity to make representations

• 910 (1) If, after receipt of the notice referred to in paragraph 909(1)(b), the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of thirty days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

• Marginal note:Reasonable opportunity to make representations

  (2) If, after receipt of the notice sent in accordance with subsection 909(2) that the Minister is not satisfied that the transaction to which the application relates should be approved, the applicant advises the Minister that the applicant wishes to make representations, the Minister must provide the applicant with a reasonable opportunity within a period of 45 days after the date of the notice, or within any further period that may be agreed on by the applicant and the Minister, to make representations in respect of the matter.

Marginal note:Notice of decision

• 911 (1) Within a period of thirty days after the expiration of the period for making representations referred to in subsection 910(1), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.

• Marginal note:Notice of decision

  (2) Within a period of forty-five days after the expiration of the period for making representations referred to in subsection 910(2), the Minister shall, in the light of any such representations and having regard to the matters to be taken into account, send a notice to the applicant indicating whether or not the Minister approves the transaction to which the application relates.

Marginal note:Deemed approval

912 If the Minister does not send a notice under subsection 909(1) or (3) or 911(1) within the period provided for in those subsections, the Minister is deemed to have approved the transaction to which the application relates.

Marginal note:Constraining registration: Crown and foreign governments

• 913 (1) No bank holding company shall record in its securities register a transfer or issue of any share of the bank holding company to

  • (a) Her Majesty in right of Canada or of a province or any agent or agency of Her Majesty in either of those rights; or

  • (b) the government of a foreign country or any political subdivision of a foreign country, or any agent or agency of a foreign government.

• Marginal note:Exception

  (2) Despite subsection (1), a bank holding company may record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share that is transferred or issued is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

• Marginal note:Certain foreign banks excluded

  (2.1) Subsection (2) does not permit a bank holding company to record in its securities register a transfer or issue of any share of the bank holding company to a foreign bank that is a foreign bank by reason only of paragraph (f) of the definition foreign bank in section 2.

• Marginal note:Exception

  (3) Despite subsection (1), a bank holding company may, with the Minister’s approval, record in its securities register the issue of any share of the bank holding company to an eligible agent.

• Marginal note:Application made jointly

  (4) The application for the approval referred to in subsection (3) must be made jointly by the bank holding company and the eligible agent.

• Marginal note:Matters for consideration

  (5) The Minister, in determining whether to grant the approval referred to in subsection (3), shall take into account all matters that he or she considers relevant, including those set out in paragraphs 906(1)(a) to (g).

• Marginal note:Consequence of revocation of approval

  (6) If an approval referred to in subsection (3) is revoked, the bank holding company shall delete any entry in its securities register in respect of the recording of the issuance of shares to the eligible agent.

• Marginal note:Disposition of shareholdings

  (7) If a bank holding company or an eligible agent fails to comply with any undertaking or term or condition in relation to an approval referred to in subsection (3), or if an eligible agent ceases to be an eligible agent, the Minister may, if the Minister considers it to be in the public interest to do so, by order, direct the eligible agent or former eligible agent and any person controlled by the eligible agent or former eligible agent to dispose of any number of shares of the bank holding company beneficially owned by the eligible agent or former eligible agent or the persons controlled by the eligible agent or former eligible agent that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the eligible agent or former eligible agent and the persons controlled by the eligible agent or former eligible agent that is specified in the order.

• Marginal note:Representations

  (8) No direction shall be made under subsection (7) unless the Minister has provided each person to whom the direction relates and the bank holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

• Marginal note:Appeal

  (9) Any person with respect to whom a direction has been made under subsection (7) may, within 30 days after the date of the direction, appeal the matter in accordance with section 977.

Marginal note:Suspension of voting rights held by governments

• 914 (1) Despite section 737, no person shall, in person or by proxy, exercise any voting rights attached to any share of a bank holding company that is beneficially owned by

  • (a) Her Majesty in right of Canada or of a province or any agency of Her Majesty in either of those rights; or

  • (b) the government of a foreign country or any political subdivision thereof, or any agency thereof.

• Marginal note:Exception

  (2) Subsection (1) does not apply to a foreign bank, or to a foreign institution, that is controlled by the government of a foreign country or any political subdivision of a foreign country, or by any agent or agency of a foreign government, if the share referred to in subsection (1) is beneficially owned by the foreign bank or foreign institution or by an entity controlled by the foreign bank or foreign institution.

• Marginal note:Exception — eligible agent

  (3) Subsection (1) does not apply in respect of the exercise of voting rights attached to any share referred to in subsection 913(3).

• Marginal note:Consequence of suspension of approval

  (4) If an approval referred to in subsection 913(3) is suspended, the eligible agent shall not exercise, in person or by proxy, any voting rights attached to any share of the bank holding company that is beneficially owned by the eligible agent.

Marginal note:Disposition of shareholdings

• 915 (1) If, with respect to any bank holding company, a person contravenes section 874 or subsection 875(1), 876(1) or 878(1) or section 880 or 881 or subsection 882(1) or section 883 or fails to comply with an undertaking referred to in subsection 899(2) or with any terms and conditions imposed under section 907, the Minister may, if the Minister deems it in the public interest to do so, by order, direct that person and any person controlled by that person to dispose of any number of shares of the bank holding company beneficially owned by any of those persons that the Minister specifies in the order, within the time specified in the order and in the proportion, if any, as between the person and the persons controlled by that person that is specified in the order.

• Marginal note:Representations

  (2) No direction shall be made under subsection (1) unless the Minister has provided each person to whom the direction relates and the bank holding company concerned with a reasonable opportunity to make representations in respect of the subject-matter of the direction.

Marginal note:Appeal

916 Any person with respect to whom a direction has been made under subsection 915(1) may, within thirty days after the date of the direction, appeal the matter in accordance with section 977.

Marginal note:Application to court

• 917 (1) If a person fails to comply with a direction made under subsection 913(7) or 915(1), an application on behalf of the Minister may be made to a court for an order to enforce the direction.

• Marginal note:Court order

  (2) A court may, on an application under subsection (1), make such order as the circumstances require to give effect to the terms of the direction and may, without limiting the generality of the foregoing, require the bank holding company concerned to sell the shares that are the subject-matter of the direction.

• Marginal note:Appeal

  (3) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.

Marginal note:Interest of securities underwriter

918 This Division does not apply to a securities underwriter in respect of shares of a body corporate or ownership interests in an unincorporated entity that are acquired by the underwriter in the course of a distribution to the public of those shares or ownership interests and that are held by the underwriter for a period of not more than six months.