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Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2021-02-15 and last amended on 2019-06-17. Previous Versions

PART XVIIInsurance Holding Companies (continued)

DIVISION 6Corporate Governance (continued)

SUBDIVISION 14Remedial Actions (continued)

Marginal note:Powers of court

  •  (1) In connection with an action brought or intervened in under subsection 912(1), the court may at any time make any order it thinks fit including, without limiting the generality of the foregoing,

    • (a) an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action;

    • (b) an order giving directions for the conduct of the action;

    • (c) an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of the insurance holding company who are entitled to participate in its profits or of the subsidiary instead of to the insurance holding company or to the subsidiary; and

    • (d) an order requiring the insurance holding company or the subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action.

  • Marginal note:Jurisdiction

    (2) Despite subsection (1), the court may not make any order in relation to any matter that would, under this Part, require the approval of the Minister or the Superintendent.

  • 2001, c. 9, s. 465

Marginal note:Status of shareholder approval

  •  (1) An application made or an action brought or intervened in under this Subdivision need not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the insurance holding company or its subsidiary has been or might be approved by the shareholders of the insurance holding company or subsidiary or both, but evidence of approval by the shareholders may be taken into account by the court in making an order under section 913.

  • Marginal note:Court approval to discontinue

    (2) An application made or an action brought or intervened in under this Subdivision shall not be stayed, discontinued, settled or dismissed for want of prosecution without the approval of the court given on such terms as the court thinks fit and, if the court determines that the interests of any complainant might be substantially affected by any stay, discontinuance, settlement or dismissal, the court may order any party to the application or action to give notice to the complainant.

  • 2001, c. 9, s. 465

Marginal note:No security for costs

  •  (1) A complainant is not required to give security for costs in any application made or any action brought or intervened in under subsection 912(1) or section 916.

  • Marginal note:Interim costs

    (2) In an application made or an action brought or intervened in under this Subdivision, the court may at any time order the insurance holding company or its subsidiary to pay to the complainant interim costs, including legal fees and disbursements, but the complainant may be held accountable by the court for those interim costs on final disposition of the application or action.

  • 2001, c. 9, s. 465
  • 2005, c. 54, s. 358(F)

Marginal note:Application to rectify records

  •  (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the securities register or any other record of an insurance holding company, the insurance holding company, a security holder of the insurance holding company or any aggrieved person may apply to a court for an order that the securities register or record be rectified.

  • Marginal note:Notice to Superintendent

    (2) An applicant under this section shall give the Superintendent notice of the application and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.

  • Marginal note:Powers of court

    (3) In connection with an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,

    • (a) an order requiring the securities register or other record of the insurance holding company to be rectified;

    • (b) an order restraining an insurance holding company from calling or holding a meeting of shareholders or paying a dividend to shareholders before the rectification;

    • (c) an order determining the right of a party to the proceedings to have the party’s name entered or retained in, or deleted or omitted from, the securities register or records of the insurance holding company, whether the issue arises between two or more security holders or alleged security holders, or between the insurance holding company and any security holder or alleged security holder; and

    • (d) an order compensating a party who has incurred a loss.

  • 2001, c. 9, s. 465

SUBDIVISION 15Liquidation and Dissolution

Interpretation

Definition of court

 In this Subdivision, court means a court having jurisdiction in the place where the insurance holding company has its head office.

  • 2001, c. 9, s. 465
Application

Marginal note:Application of Subdivision

  •  (1) This Subdivision does not apply to an insurance holding company that is an insolvent person or a bankrupt as those terms are defined in subsection 2(1) of the Bankruptcy and Insolvency Act.

  • Marginal note:Staying proceedings on insolvency

    (2) Any proceedings taken under this Subdivision to dissolve or to liquidate and dissolve an insurance holding company shall be stayed if the insurance holding company is at any time found in a proceeding under the Bankruptcy and Insolvency Act to be an insolvent person as defined in subsection 2(1) of that Act.

  • Marginal note:Winding-up and Restructuring Act does not apply

    (3) The Winding-up and Restructuring Act does not apply to an insurance holding company.

  • 2001, c. 9, s. 465

Marginal note:Returns to Superintendent

 A liquidator appointed under this Subdivision to wind up the business of an insurance holding company shall provide the Superintendent with such information relating to the business and affairs of the insurance holding company in such form as the Superintendent requires.

  • 2001, c. 9, s. 465
Simple Liquidation

Marginal note:No property and no liabilities

  •  (1) An insurance holding company that has no property and no liabilities may, if authorized by a special resolution of the shareholders or, if there are no shareholders, by a resolution of all the directors, apply to the Minister for letters patent dissolving the insurance holding company.

  • Marginal note:Dissolution by letters patent

    (2) Where the Minister has received an application under subsection (1) and is satisfied that all the circumstances so warrant, the Minister may issue letters patent dissolving the insurance holding company.

  • Marginal note:Effect of letters patent

    (3) An insurance holding company in respect of which letters patent are issued under subsection (2) ceases to exist on the day stated in the letters patent.

  • 2001, c. 9, s. 465

Marginal note:Proposing liquidation

  •  (1) The voluntary liquidation and dissolution of an insurance holding company, other than an insurance holding company referred to in subsection 920(1),

    • (a) may be proposed by its directors; or

    • (b) may be initiated by way of a proposal made by a shareholder who is entitled to vote at an annual meeting of shareholders in accordance with sections 770 and 771.

  • Marginal note:Terms must be set out

    (2) A notice of any meeting of shareholders at which the voluntary liquidation and dissolution of an insurance holding company is to be proposed shall set out the terms of the proposal.

  • 2001, c. 9, s. 465

Marginal note:Shareholders’ resolution

 Where the voluntary liquidation and dissolution of an insurance holding company is proposed, the insurance holding company may apply to the Minister for letters patent dissolving the insurance holding company if authorized by a special resolution of the shareholders or, where the insurance holding company has issued more than one class of shares, by special resolution of each class of shareholders whether or not those shareholders are otherwise entitled to vote.

  • 2001, c. 9, s. 465

Marginal note:Approval of Minister required

  •  (1) No action directed toward the voluntary liquidation and dissolution of an insurance holding company shall be taken by an insurance holding company, other than as provided in sections 921 and 922, until an application made by the insurance holding company pursuant to section 922 has been approved by the Minister.

  • Marginal note:Conditional approval

    (2) Where the Minister is satisfied on the basis of an application made under section 922 that the circumstances warrant the voluntary liquidation and dissolution of an insurance holding company, the Minister may, by order, approve the application.

  • Marginal note:Effect of approval

    (3) Where the Minister has approved an application made pursuant to section 922 with respect to an insurance holding company, the insurance holding company shall not carry on business except to the extent necessary to complete its voluntary liquidation.

  • Marginal note:Liquidation process

    (4) Where the Minister has approved an application made pursuant to section 922 with respect to an insurance holding company, the insurance holding company shall

    • (a) cause notice of the approval to be sent to each known claimant against and creditor of the insurance holding company;

    • (b) publish notice of the approval once a week for four consecutive weeks in the Canada Gazette and once a week for two consecutive weeks in one or more newspapers in general circulation in each province in which the insurance holding company transacted any business within the preceding twelve months;

    • (c) proceed to collect its property, dispose of property that is not to be distributed in kind to its shareholders, discharge or provide for all its obligations and do all other acts required to liquidate its business; and

    • (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

  • 2001, c. 9, s. 465
  • 2012, c. 5, s. 155
 
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