Canada Cooperatives Act

Marginal note:Interpretation

• 171 (1) The definitions in this subsection apply in this Part.

  business combination

  business combination means an acquisition of all or substantially all the property of one entity by another, or an amalgamation of two or more entities, or any similar reorganization between or among two or more entities. (regroupement d’entreprises)

  insider

  insider means, except in section 173,

  • (a) a director or officer of a distributing cooperative;

  • (b) a director or officer of a subsidiary of a distributing cooperative;

  • (c) a director or officer of an entity that enters into a business combination with a distributing cooperative; and

  • (d) a person employed or retained by a distributing cooperative. (initié)

  officer

  officer means the chairperson of the board of directors, president, vice-president, secretary, treasurer, comptroller, general counsel, general manager, managing director, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices. (dirigeant)

  share

  share means an investment share that carries voting rights under the articles or in the circumstances in which voting rights are exercisable with respect to it under this Act, and includes

  • (a) a security currently convertible into such an investment share; and

  • (b) currently exercisable options and rights to acquire such an investment share or such a convertible security. (part)

• Marginal note:Further interpretation

  (2) For the purposes of this Part,

  • (a) a director or an officer of an entity that beneficially owns, directly or indirectly, shares of a distributing cooperative, or that exercises control or direction over shares of the distributing cooperative, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing cooperative not including shares held by the entity as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing cooperative;

  • (b) a director or an officer of an entity, or an individual acting in a similar capacity, that is a subsidiary is deemed to be an insider of its holding distributing cooperative;

  • (c) a person is deemed to beneficially own shares beneficially owned by an entity controlled by them directly or indirectly;

  • (d) an entity is deemed to beneficially own shares beneficially owned by its affiliates; and

  • (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

• Marginal note:Membership shares

  (3) For the purposes of this Part, the sale of membership shares to members or the making of a member loan to a cooperative is not a distribution to the public.

• (4) [Repealed, 2001, c. 14, s. 191]