Canada Deposit Insurance Corporation Act — C-3 39.2
Restructuring transactions 39.2 (1) If an order is made under paragraph 39.13(1)(a), the Corporation may, in addition to any other of its rights and powers, carry out, or cause the federal member institution to carry out, (a) a transaction or series of transactions that involves the sale of all or part of the shares or subordinated debt of the federal member institution; (b) a transaction that involves the amalgamation of the federal member institution; (c) a transaction or series of transactions that involves the sale or other disposition by the federal member institution of all or part of its assets or the assumption by another person of all or part of its liabilities, or both; and (d) any other transaction or series of transactions the purpose of which is to restructure the business of the federal member institution. Transactions for disposition of assets or restructuring (2) If an order is made under paragraph 39.13(1)(b), the Corporation, as receiver, may, in addition to any other of its rights and powers, carry out (a) a transaction or series of transactions that involves the sale or other disposition of all or part of the assets of the federal member institution or the assumption by another person of all or part of its liabilities, or both; and (b) any other transaction or series of transactions the purpose of which is to restructure the business of the federal member institution. No approval required — transaction with bridge institution (2.1) If a transaction referred to in subsection (1) or (2) between the Corporation, as receiver for a federal member institution, and a bridge institution requires the approval of the Minister or the Superintendent under the Bank Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act , that approval is not required despite those Acts. Approval by Minister (2.2) If a transaction referred to in subsection (1) or (2), other than one described in subsection (2.1), requires the approval of the Superintendent under the Bank Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act , that approval is not required despite those Acts but the transaction has no force or effect until the Minister approves it after consultation with the Superintendent. Conversion (2.3) An order made under paragraph 39.13(1)(d) gives the Corporation the power to convert, or cause the federal member institution to convert, in whole or in part — by means of a transaction or series of transactions and in one or more steps — the institution’s shares and liabilities that are prescribed by the regulations made under subsection (10) into common shares of that institution or of any of its affiliates. Terms and conditions (2.4) Subject to any regulations made under subsection (10) and any by-laws made under subsection (12), the Corporation shall set the terms and conditions of the conversion, including its timing. Publication (2.5) As soon as feasible after the conversion, the Corporation shall cause a notice of it to be published in the Canada Gazette and on the federal member institution’s website. Completion of transaction (3) If the Corporation considers that a transaction or series of transactions referred to in this section has been substantially completed and that no other such transactions are expected in respect of the federal member institution, it shall cause a notice to that effect to be published in the Canada Gazette and on the institution’s website. The notice must specify the date on which the notice is to take effect. Negative pledges inapplicable (4) No restriction on the rights of the federal member institution, including the right to amalgamate, to sell or otherwise dispose of any of its assets or to provide for the assumption of any of its liabilities, other than a restriction provided for in an Act of Parliament, applies so as to prevent the Corporation, the federal member institution or any