GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 287.1
Fiduciary capacity of bank 287.1 A bank that is making a take-over bid to repurchase all of the shares of a class is deemed to hold in a fiduciary capacity for the dissenting shareholders the money that it would have had to pay, and the other consideration that it would have had to transfer, to a dissenting offeree if the dissenting offeree had elected to transfer their shares in accordance with paragraph 286(b). The bank shall within 20 days after a notice is sent under subsection 285(1) deposit the money in a separate account in another deposit-taking financial institution in Canada and place any other consideration in the custody of another deposit-taking financial institution in Canada. 2005, c. 54, s. 63
Bank Act — B-1.01 288
Duty of offeree bank 288 Within thirty days after an offeror sends an offeror’s notice under subsection 285(1), the offeree bank shall (a) if the payment or transfer required by subsection 287(1) is made, issue to the offeror a share certificate in respect of the shares that were held by the dissenting offerees; (b) give to each dissenting offeree who elects to transfer shares under paragraph 286(b) and who sends the share certificates as required under paragraph 286(a) the money or other consideration to which they are entitled, disregarding fractional shares, which may be paid for in money; and (c) if the payment or transfer required by subsection 287(1) is made and the money or other consideration is deposited as required by subsections 287(2) and (3) or by section 287.1, send to each dissenting offeree who has not sent share certificates as required under paragraph 286(a) a notice stating that (i) their shares have been cancelled, (ii) the offeree bank or its designated person holds in a fiduciary capacity for that offeree the money or other consideration to which they are entitled as payment for or in exchange for the shares, and (iii) the offeree bank will, subject to sections 289 to 292, send that money or other consideration to that offeree without delay after receiving the share certificates. 1991, c. 46, s. 288; 2005, c. 54, s. 64
Bank Act — B-1.01 289
Court may fix fair value 289 (1) If a dissenting offeree has elected to demand payment of the fair value of their shares under paragraph 286(b), the offeror may, within 20 days after it has paid the money or transferred the other consideration under subsection 287(1), apply to a court to fix the fair value of the shares of that dissenting offeree. Idem (2) If an offeror fails to apply to a court under subsection (1), a dissenting offeree may apply to a court for the same purpose within a further period of twenty days. Venue (3) An application under subsection (1) or (2) shall be made to a court having jurisdiction in the place at which the head office of the bank is situated or in the province in which the dissenting offeree resides if the bank carries on business in that province. No security for costs (4) A dissenting offeree is not required to give security for costs in an application made under subsection (1) or (2). 1991, c. 46, s. 289; 2005, c. 54, s. 65
Bank Act — B-1.01 290
Parties and notice 290 On an application under subsection 289(1) or (2), (a) all dissenting offerees who have made elections to demand payment under paragraph 286(b) and whose shares have not been acquired by the offeror shall be joined as parties and are bound by the decision of the court; and (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of the dissenting offeree’s right to appear and be heard in person or by counsel at the hearing of the application. 1991, c. 46, s. 290; 2005, c. 54, s. 66
Bank Act — B-1.01 291
Powers of court 291 (1) On an application to a court under subsection 289(1) or (2), the court may determine whether any other person is a dissenting offeree who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting offerees. Appraisers (2) A court may in its discretion appoint one or more appraisers to assist the court in fixing a fair value for the shares of a dissenting offeree. Final order (3) The final order of a court shall be made against the offeror in favour of each dissenting offeree and for the amount for each dissenting offeree’s shares as fixed by the court. Additional powers of court (4) In connection with proceedings under subsection 289(1) or (2), a court may make any order it thinks fit and, without limiting the generality of the foregoing, may (a) fix the amount of money or other consideration that is deemed to be held in a fiduciary capacity under subsection 287(2) or section 287.1; (b) order that the money or other consideration is to be held in trust by a person other than the offeree bank; (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date the dissenting offeree sends the share certificates required under section 286 until the date of payment; or (d) order that any money payable to a shareholder who cannot be found is to be paid to the Minister. 1991, c. 46, s. 291; 2005, c. 54, s. 67
Bank Act — B-1.01 292
Status of dissenter 292 Where no application is made to a court under subsection 289(2) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer the dissenting offeree’s shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid.
Bank Act — B-1.01 292.1
Obligation to acquire shares 292.1 (1) If a shareholder who holds shares of an offeree bank does not receive the notice referred to in subsection 285(1), the shareholder may require the offeror to acquire the shares (a) within 90 days after the date of termination of the take-over bid; or (b) if the shareholder did not receive an offer under the take-over bid, within 90 days after the later of (i) the date of termination of the take-over bid, and (ii) the day on which the shareholder learned of the take-over bid. Acquisition on same terms (2) If the shareholder requires the offeror to acquire shares, the offeror shall acquire them on the same terms as those on which the offeror acquires shares from offerees who accept the take-over bid. 2005, c. 54, s. 68
Bank Act — B-1.01 293
Payment of unclaimed money 293 The Minister shall pay to the Bank of Canada any amounts paid to the Minister under subsection 291(4), and section 367 applies in respect thereof as if the amounts paid under subsection 291(4) had been paid under subsection 366(3).
Bank Act — B-1.01 294
Definitions 294 In this section and sections 295 to 306, event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period of time for giving the notice has elapsed; ( cas de défaut ) issuer means a bank that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur ) trustee means any person appointed as trustee under the terms of a trust indenture to which a bank is a party, and includes any successor trustee; ( fiduciaire ) trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a bank under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie )
Bank Act — B-1.01
event of default means, in relation to a trust indenture, an event specified in the trust indenture on the occurrence of which the principal, interest and other moneys payable thereunder become or may be declared to be payable before maturity, but the event is not an event of default until all the conditions set out in the trust indenture in connection with the giving of notice of the event have been satisfied or the period of time for giving the notice has elapsed; ( cas de défaut )
Bank Act — B-1.01
issuer means a bank that has issued, is about to issue or is in the process of issuing subordinated indebtedness; ( émetteur )
Bank Act — B-1.01
trustee means any person appointed as trustee under the terms of a trust indenture to which a bank is a party, and includes any successor trustee; ( fiduciaire )
Bank Act — B-1.01
trust indenture means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a bank under which the bank issues subordinated indebtedness and in which a person is appointed as trustee for the holders of the subordinated indebtedness issued thereunder. ( acte de fiducie )
Bank Act — B-1.01 295
Application 295 Sections 296 to 306 apply in respect of a trust indenture if the subordinated indebtedness issued or to be issued under the trust indenture is part of a distribution to the public.
Bank Act — B-1.01 296
Exemption 296 The Superintendent may, in writing, exempt a trust indenture from the application of sections 297 to 306 if, in the Superintendent’s opinion, the trust indenture and the subordinated indebtedness are subject to a law of a province or other jurisdiction, other than Canada, that is substantially equivalent to the provisions of this Act relating to trust indentures.
Bank Act — B-1.01 297
Conflict of interest 297 (1) No person shall be appointed as trustee if at the time of the appointment there is a material conflict of interest between the person’s role as trustee and any other role of the person. Eliminating conflict of interest (2) A trustee shall, within ninety days after the trustee becomes aware that a material conflict of interest exists, (a) eliminate the conflict of interest; or (b) resign from office.
Bank Act — B-1.01 298
Validity despite conflict 298 A trust indenture and any subordinated indebtedness issued thereunder are valid notwithstanding a material conflict of interest of the trustee.
Bank Act — B-1.01 299
Removal of trustee 299 If a trustee is appointed in contravention of subsection 297(1) or if a trustee contravenes subsection 297(2), any interested person may apply to a court for an order that the trustee be replaced, and the court may make an order on such terms as it thinks fit.
Bank Act — B-1.01 300
Trustee qualifications 300 A trustee, or at least one of the trustees if more than one is appointed, must be (a) a trust company pursuant to subsection 57(2) of the Trust and Loan Companies Act ; or (b) a body corporate that is incorporated by or under an Act of the legislature of a province and authorized to carry on business as a trustee. 1991, c. 46, ss. 300, 577; 2007, c. 6, s. 18
Bank Act — B-1.01 301
List of security holders 301 (1) A holder of subordinated indebtedness issued under a trust indenture may, on payment to the trustee of a reasonable fee and on delivery of a statutory declaration to the trustee, require the trustee to provide, within fifteen days after the delivery to the trustee of the statutory declaration, a list setting out (a) the names and addresses of the registered holders of the outstanding subordinated indebtedness, (b) the principal amount of outstanding subordinated indebtedness owned by each such holder, and (c) the aggregate principal amount of subordinated indebtedness outstanding as shown on the records maintained by the trustee on the day the statutory declaration is delivered to that trustee. Duty of issuer (2) On the demand of a trustee, the issuer of subordinated indebtedness shall provide the trustee with the information required to enable the trustee to comply with subsection (1). Where applicant is entity (3) Where the person requiring the trustee to provide a list under subsection (1) is an entity, the statutory declaration required under that subsection shall be made by a director or an officer of the entity or a person acting in a similar capacity. Contents of statutory declaration (4) The statutory declaration required under subsection (1) must state (a) the name and address of the person requiring the trustee to provide the list and, if the person is an entity, the address for service thereof; and (b) that the list will not be used except as permitted by subsection (5). Use of list (5) No person shall use a list obtained under this section except in connection with (a) an effort to influence the voting of the holders of subordinated indebtedness; (b) an offer to acquire subordinated indebtedness; or (c) any other matter relating to the subordinated indebtedness or the affairs of the issuer or guarantor thereof.
Bank Act — B-1.01 302
Compliance with trust indentures 302 (1) An issuer or a guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall, before undertaking (a) the issue, certification and delivery of subordinated indebtedness under the trust indenture, or (b) the satisfaction and discharge of the trust indenture, provide the trustee with evidence of compliance with the conditions in the trust indenture in respect thereof. Compliance by issuer or guarantor (2) On the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the conditions in the trust indenture by the issuer or guarantor in respect of any act to be done by the trustee at the request of the issuer or guarantor. Evidence of compliance (3) The following documents constitute evidence of compliance for the purposes of subsections (1) and (2): (a) a statutory declaration or certificate made by a director or an officer of the issuer or guarantor stating that the conditions referred to in subsections (1) and (2) have been complied with; (b) an opinion of legal counsel that the conditions of the trust indenture requiring review by legal counsel have been complied with, if the trust indenture requires compliance with conditions that are subject to review by legal counsel; and (c) an opinion or report of the auditors of the issuer or guarantor, or such other accountant as the trustee selects, that the conditions of the trust indenture have been complied with, if the trust indenture requires compliance with conditions that are subject to review by auditors. Further evidence of compliance (4) The evidence of compliance referred to in subsection (3) shall include a statement by the person giving the evidence (a) declaring that the person has read and understands the conditions of the trust indenture referred to in subsections (1) and (2); (b) describing the nature and scope of the examination or investigation on which the person based the certificate, statement or opinion; and (c) declaring that the person has made such examination or investigation as the person believes necessary to enable the statements to be made or the opinions contained or expressed therein to be given.
Bank Act — B-1.01 303
Trustee may require evidence 303 (1) On the request of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with evidence in such form as the trustee requires of compliance with any condition thereof relating to any action required or permitted to be taken by the issuer or guarantor under the trust indenture. Certificate of compliance (2) At least once in each twelve month period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer or guarantor of subordinated indebtedness issued under a trust indenture shall provide the trustee with a certificate stating that the issuer or guarantor has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default, or, if there has been failure to so comply, giving particulars thereof.
Bank Act — B-1.01 304
Notice of default 304 A trustee shall, within thirty days after the trustee becomes aware of the occurrence thereof, give to the holders of subordinated indebtedness issued under a trust indenture notice of every event of default arising under the trust indenture and continuing at the time the notice is given, unless the trustee believes on reasonable grounds that it is in the best interests of the holders of the subordinated indebtedness to withhold the notice and so informs the issuer and guarantor in writing.
Bank Act — B-1.01 305
Duty of care 305 (1) In exercising a trustee’s powers and discharging a trustee’s duties, the trustee shall (a) act honestly and in good faith with a view to the best interests of the holders of the subordinated indebtedness issued under the trust indenture; and (b) exercise the care, diligence and skill of a reasonably prudent trustee. Reliance on statements (2) Notwithstanding subsection (1), a trustee is not liable if the trustee relies in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.
Bank Act — B-1.01 306
No exculpation 306 No term of a trust indenture or of any agreement between a trustee and the holders of subordinated indebtedness issued thereunder or between the trustee and the issuer or guarantor operates to relieve a trustee from the duties imposed on the trustee by sections 297, 301 and 304 and subsection 305(1).
Bank Act — B-1.01 307
Financial year 307 (1) The financial year of a bank ends, at the election of the bank in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in each year. First financial year (2) If a bank, after the first day of July in any year, obtains an order approving the commencement and carrying on of business, the first financial year of the bank ends, at the election of the bank in its by-laws, on the expiration of the thirty-first day of October or the thirty-first day of December in the next calendar year. Exception (3) Despite subsection (1), the financial year of a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force ends on the expiration of the thirty-first day of October in each year unless the bank elects in its by-laws to have its financial year end on the thirty-first day of December in each year. 1991, c. 46, s. 307; 2001, c. 9, s. 91
Bank Act — B-1.01 309
Annual statement — approval 309 (1) The directors of a bank shall approve the annual statement and their approval shall be evidenced by the signature or a printed or otherwise mechanically reproduced facsimile of the signature of (a) the chief executive officer or, in the event of that officer’s absence or inability to act, any other officer of the bank authorized by the directors to sign in the stead of the chief executive officer; and (b) one director, if the signature required by paragraph (a) is that of a director, or two directors if the signature required by that paragraph is that of an officer who is not a director. Condition precedent to publication (2) A bank shall not publish copies of an annual statement unless it is approved and signed in accordance with subsection (1). 1991, c. 46, s. 309; 2005, c. 54, s. 70
Bank Act — B-1.01 310
Statements — subsidiaries 310 (1) A bank shall keep at its head office a copy of the current financial statements of each subsidiary of the bank. Examination (2) Subject to this section, the shareholders and members of a bank and their personal representatives may, on request, examine the statements referred to in subsection (1) during the usual business hours of the bank and may take extracts from those statements free of charge. Barring examination (3) A bank may refuse to permit an examination under subsection (2) by any person. Application for order (4) Within fifteen days after a refusal under subsection (3), the bank shall apply to a court for an order barring the right of the person concerned to make an examination under subsection (2) and the court shall either order the bank to permit the examination or, if it is satisfied that the examination would be detrimental to the bank or to any other body corporate the financial statements of which would be subject to examination, bar the right and make any further order it thinks fit. Notice to Superintendent (5) A bank shall give the Superintendent and the person seeking to examine the statements referred to in subsection (1) notice of an application to a court under subsection (4), and the Superintendent and the person may appear and be heard in person or by counsel at the hearing of the application. 1991, c. 46, s. 310; 2010, c. 12, s. 2019
Bank Act — B-1.01 311
Distribution of annual statement 311 (1) A bank must, not later than 21 days before the date of each annual meeting or before the signing of a resolution under paragraph 152(1)(b) in lieu of the annual meeting, send to each shareholder or, in the case of a federal credit union, to each member and shareholder, if any, a copy of the documents referred to in subsections 308(1) and (3), unless that time period is waived by the shareholder or member, as the case may be. Exception (2) A bank is not required to comply with subsection (1) with respect to a person who has informed the bank, in writing, that the person does not wish to receive the annual statement. Effect of default (3) Where a bank is required to comply with subsection (1) and the bank does not comply with that subsection, the annual meeting at which the documents referred to in that subsection are to be considered shall be adjourned until that subsection has been complied with. 1991, c. 46, s. 311; 1997, c. 15, s. 34; 2005, c. 54, s. 71; 2010, c. 12, ss. 2020, 2135
Bank Act — B-1.01 312
Copy to Superintendent 312 (1) Subject to subsection (2), a bank must send to the Superintendent a copy of the documents referred to in subsections 308(1) and (3) not later than 21 days before the date of each annual meeting of shareholders or members of the bank. Later filing (2) If a bank’s shareholders or members sign a resolution under paragraph 152(1)(b) in lieu of an annual meeting, the bank must send a copy of the documents referred to in subsections 308(1) and (3) to the Superintendent not later than 30 days after the signing of the resolution. 1991, c. 46, s. 312; 1997, c. 15, s. 35; 2001, c. 9, s. 93; 2010, c. 12, s. 2021
Bank Act — B-1.01 313
Definitions 313 For the purposes of this section and sections 314 to 333, firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; ( cabinet de comptables ) member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or (b) an accountant who is an employee of a firm of accountants. ( membre )
Bank Act — B-1.01
firm of accountants means a partnership, the members of which are accountants engaged in the practice of accounting, or a body corporate that is incorporated by or under an Act of the legislature of a province and engaged in the practice of accounting; ( cabinet de comptables )
Bank Act — B-1.01 (a)
member , in relation to a firm of accountants, means (a) an accountant who is a partner in a partnership, the members of which are accountants engaged in the practice of accounting, or (b) an accountant who is an employee of a firm of accountants. ( membre )