GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 258
Particulars in branch register 258 (1) A branch securities register shall only contain particulars of the securities issued or transferred at the branch for which that register is established. Particulars in central register (2) Particulars of each issue or transfer of a security registered in a branch securities register of a company shall also be kept in the central securities register of the company.
Trust and Loan Companies Act — T-19.8 259
Destruction of certificates 259 A company, its agent or a trustee within the meaning of section 299 is not required to produce (a) a cancelled security certificate in registered form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in registered form after six years from the date of its cancellation; (b) a cancelled security certificate in bearer form or an instrument referred to in subsection 72(1) that is cancelled or a like cancelled instrument in bearer form after the date of its cancellation; or (c) an instrument referred to in subsection 72(1) or a like instrument, irrespective of its form, after the date of its expiration.
Trust and Loan Companies Act — T-19.8 260
Publication of name 260 A company shall set out its name in legible characters in all contracts, invoices, negotiable instruments and other documents evidencing rights or obligations with respect to other parties that are issued or made by or on behalf of the company.
Trust and Loan Companies Act — T-19.8 261
Corporate seal 261 (1) A company may adopt a corporate seal and change one that it adopted. Validity of unsealed documents (2) A document executed on behalf of a company is not invalid merely because a corporate seal is not affixed to it. 1991, c. 45, s. 261; 2005, c. 54, s. 419
Trust and Loan Companies Act — T-19.8 262 to 269
262 to 269 [Repealed, 1997, c. 15, s. 366]
Trust and Loan Companies Act — T-19.8 270
Definitions 270 (1) In this section and sections 271 to 277, affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe ) business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; ( regroupement d’entreprises ) call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) distributing company [Repealed, 2005, c. 54, s. 420] insider [Repealed, 2005, c. 54, s. 420] officer , in relation to a company, means (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; ( dirigeant d’une société ) put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente ) share means a voting share and includes (a) a security currently convertible into a voting share, and (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). ( action ) Control (2) For the purposes of this section and sections 271 to 277, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d). (3) and (4) [Repealed, 2005, c. 54, s. 420] 1991, c. 45, s. 270; 2005, c. 54, s. 420
Trust and Loan Companies Act — T-19.8
affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe )
Trust and Loan Companies Act — T-19.8
business combination means an acquisition of all or substantially all of the assets of one body corporate by another, an amalgamation of two or more bodies corporate or any similar reorganization between two or more bodies corporate; ( regroupement d’entreprises )
Trust and Loan Companies Act — T-19.8
call means an option, transferable by delivery, to demand delivery of a specified number or amount of shares at a fixed price within a specified time but does not include an option or right to acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat )
Trust and Loan Companies Act — T-19.8
distributing company [Repealed, 2005, c. 54, s. 420]
Trust and Loan Companies Act — T-19.8 (a)
officer , in relation to a company, means (a) an officer as defined in paragraph (a) of the definition “officer” in section 2, or (b) any natural person who performs functions for the company similar to those performed by a person referred to in paragraph (a) of the definition “officer” in section 2; ( dirigeant d’une société )
Trust and Loan Companies Act — T-19.8
put means an option, transferable by delivery, to deliver a specified number or amount of shares at a fixed price within a specified time; ( option de vente )
Trust and Loan Companies Act — T-19.8 (a)
share means a voting share and includes (a) a security currently convertible into a voting share, and (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a). ( action )
Trust and Loan Companies Act — T-19.8 271
Insider report 271 An insider shall submit an insider report in accordance with the regulations. 1991, c. 45, s. 271; 1997, c. 15, s. 367; 2005, c. 54, s. 421
Trust and Loan Companies Act — T-19.8 272
Exemption by Superintendent 272 On application by an insider, the Superintendent may in writing and on any terms that the Superintendent thinks fit exempt the insider from any of the requirements of section 271. The exemption may be given retroactive effect and the Superintendent shall publish the partic­ulars of the exemption and the reasons for it in a periodical available to the public. 1991, c. 45, s. 272; 2005, c. 54, s. 421
Trust and Loan Companies Act — T-19.8 273
Regulations 273 The Governor in Council may make regulations for carrying out the purposes of sections 271 and 272, including (a) defining “insider” for the purposes of sections 271 and section 272; (b) respecting the form and content of an insider report; and (c) respecting the submission or publication of an insider report. 1991, c. 45, s. 273; 2005, c. 54, s. 421
Trust and Loan Companies Act — T-19.8 275
Meaning of insider 275 (1) In this section, insider means with respect to a distributing company (a) a director or officer of the company; (b) a director or officer of a subsidiary of the company; (c) a director or officer of a body corporate that enters into a business combination with the company; or (d) a person employed or retained by the company. Prohibition — short sale (2) No insider may knowingly sell, directly or indirectly, a security of a distributing company or of any of the distributing company’s affiliates if the insider does not own or has not fully paid for the security. Exception (3) Despite subsection (2), an insider may sell a security that they do not own if they own another security that is convertible into the security that was sold or they own an option or right to acquire the security that was sold, and if within 10 days after the sale they (a) exercise the conversion privilege, option or right and deliver the security so acquired to the purchaser; or (b) transfer the convertible security, option or right to the purchaser. Prohibition — calls and puts (4) No insider may knowingly, directly or indirectly, buy or sell a call or put in respect of a security of a company or of any of the company’s affiliates. 1991, c. 45, s. 275; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 276
to materially affect the value of any of the securities of the company is liable to compensate the seller or purchaser of the security, as the case may be, for any loss suffered by them as a result of the purchase or sale unless the insider establishes that (a) the insider reasonably believed that the information had been generally disclosed; (b) the information was known or ought reasonably to have been known by the seller or purchaser; or (c) the purchase or sale of the security took place in the prescribed circumstances. Insider trading — compensation to company (7) The insider is accountable to the company for any benefit or advantage received or receivable by the insider as a result of a purchase or sale described in subsection (6) unless they establish the circumstances described in paragraph (6)(a). 1991, c. 45, s. 276; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 276.1
Tipping — compensation to sellers and purchasers 276.1 (1) An insider of a company who discloses confidential information with respect to the company that has not been generally disclosed and that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the company is liable to compensate any person who subsequently sells securities of the company to or purchases them from any person who received the information unless the insider establishes that (a) the insider reasonably believed that the information had been generally disclosed; (b) the information was known or ought reasonably to have been known by the person who alleges that they suffered the loss; (c) if the insider is not a person described in subsection 276(3) or (4), the disclosure of the information was necessary in the course of their business; or (d) if the insider is a person described in subsection 276(3) or (4), the disclosure of the information was necessary to effect the take-over bid or business combination. Tipping — compensation to company (2) The insider is accountable to the company for any benefit or advantage received or receivable by them as a result of a disclosure of information as described in subsection (1) unless they establish the circumstances described in paragraph (1)(a), (c) or (d). 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 277
Measure of damages 277 (1) The court may assess damages under subsection 276(6) or 276.1(1) in accord­ance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in respect of a security of a distributing company, the court shall consider the following: (a) if the plaintiff is a purchaser, the price that they paid for the security less the average market price of the security over the 20 trading days immediately following general disclosure of the information; and (b) if the plaintiff is a seller, the average market price of the security over the 20 trading days immediately following general disclosure of the information, less the price that they received for the security. Liability — more than one insider (2) If more than one insider is liable under subsection 276(6) or 276.1(1) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary. Limitation (3) An action to enforce a right created by subsection 276(6) or (7) or section 276.1 may be commenced only within two years after discovery of the facts that gave rise to the cause of action. 1991, c. 45, s. 277; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 278
Distribution 278 (1) No person including a company shall distribute securities of a company except in accordance with the regulations made under subsection (2). Regulations (2) The Governor in Council may make regulations respecting the distribution of securities of a company, including (a) respecting the information that is to be disclosed by a company before the distribution of any of its securities, including the information that is to be included in a prospectus; (b) respecting the manner of disclosure and the form of the information that is to be disclosed; and (c) exempting any class of distribution of securities from the application of subsection (1). 1991, c. 45, s. 278; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 279
Order of exemption 279 (1) On application by a company or any person proposing to make a distribution, the Superintendent may, by order, exempt that distribution from the application of any regulations made under subsection 278(2) if the Superintendent is satisfied that the company has disclosed or is about to disclose, in compliance with the laws of the relevant jurisdiction, information relating to the distribution that in form and content substantially complies with the requirements of those regulations. Conditions (2) An order under subsection (1) may contain any conditions or limitations that the Superintendent deems appropriate. 1991, c. 45, s. 279; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 280
Going-private transactions 280 A company may carry out a going-private transaction if it complies with any applicable provincial securities laws. 1991, c. 45, s. 280; 1994, c. 26, s. 75(F); 1999, c. 31, s. 215; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 281
Squeeze-out transactions 281 No company may carry out a squeeze-out transaction unless, in addition to any approval by holders of shares required by or under this Act or the company’s by-laws, the transaction is approved by ordinary resolution of the holders of each class of shares affected by the transaction, voting separately, whether or not the shares otherwise carry the right to vote. However, the following do not have the right to vote on the resolution: (a) affiliates of the company; and (b) holders of shares that following the squeeze-out transaction would be entitled to consideration of greater value or to superior rights or privileges than those available to other holders of shares of the same class. 1991, c. 45, s. 281; 1999, c. 31, s. 216; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 282
der subsection (23) (a) withdraw their notice of dissent, in which case the company is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or (b) retain their status as a claimant against the company, to be paid as soon as the company is able to lawfully pay them or, in a liquidation, to be ranked subordinate to the rights of the company’s creditors but in priority to its shareholders. Limitation (25) A company may not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that the company is or the payment would cause the company to be in contravention of a regulation referred to in subsection 473(1) or (2) or of an order made under subsection 473(3). 1991, c. 45, s. 282; 2005, c. 54, s. 422
Trust and Loan Companies Act — T-19.8 288
Definitions 288 (1) In this section and sections 289 to 298, affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe ) associate of the offeror means (a) a body corporate that an offeror, directly or indirectly, controls, determined without regard to paragraph 3(1)(d), or of which an offeror beneficially owns shares or securities currently convertible into shares carrying more than 10 per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase the shares or the convertible securities, (b) a partner of the offeror acting on behalf of the partnership of which they are partners, (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity, (d) a spouse or common-law partner of the offeror, (e) a child of the offeror or of the offeror’s spouse or common-law partner, or (f) a relative of the offeror or of the offeror’s spouse or common-law partner, if that relative has the same residence as the offeror; ( associé du pollicitant ) dissenting offeree means a holder of a share who does not accept a take-over bid or a subsequent holder of the share who acquires it from the first-mentioned holder; ( pollicité opposant ) exempt offer [Repealed, 2005, c. 54, s. 423] offeree means a person to whom a take-over bid is made; ( pollicité ) offeree company means a company the shares of which are the object of a take-over bid; ( société pollicitée ) offeror means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly, (a) make take-over bids jointly or in concert, or (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made; ( pollicitant ) share means a share with or without voting rights and includes (a) a security that is currently convertible into a share, and (b) a currently exercisable option or right to acquire a share or a security referred to in paragraph (a); ( action ) take-over bid means an offer made by an offeror at approximately the same time to all of the shareholders of a distributing company to acquire all of the shares of a class of issued shares, and includes an offer by a distributing company to repurchase all of the shares of a class. ( offre d’achat visant à la mainmise ) Control (2) For the purposes of this section and sections 289 to 298, a person controls a body corporate when the person controls the body corporate within the meaning of section 3, determined without regard to paragraph 3(1)(d). Date of bid (3) A take-over bid is deemed to be dated as of the date on which it is sent. 1991, c. 45, s. 288; 2000, c. 12, s. 299; 2005, c. 54, s. 423
Trust and Loan Companies Act — T-19.8 (a)
associate of the offeror means (a) a body corporate that an offeror, directly or indirectly, controls, determined without regard to paragraph 3(1)(d), or of which an offeror beneficially owns shares or securities currently convertible into shares carrying more than 10 per cent of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and is continuing, or a currently exercisable option or right to purchase the shares or the convertible securities, (b) a partner of the offeror acting on behalf of the partnership of which they are partners, (c) a trust or estate in which the offeror has a substantial beneficial interest or in respect of which they serve as a trustee or a liquidator of the succession or in a similar capacity, (d) a spouse or common-law partner of the offeror, (e) a child of the offeror or of the offeror’s spouse or common-law partner, or (f) a relative of the offeror or of the offeror’s spouse or common-law partner, if that relative has the same residence as the offeror; ( associé du pollicitant )
Trust and Loan Companies Act — T-19.8
dissenting offeree means a holder of a share who does not accept a take-over bid or a subsequent holder of the share who acquires it from the first-mentioned holder; ( pollicité opposant )
Trust and Loan Companies Act — T-19.8
exempt offer [Repealed, 2005, c. 54, s. 423]
Trust and Loan Companies Act — T-19.8
offeree means a person to whom a take-over bid is made; ( pollicité )
Trust and Loan Companies Act — T-19.8
offeree company means a company the shares of which are the object of a take-over bid; ( société pollicitée )
Trust and Loan Companies Act — T-19.8 (a)
offeror means a person, other than an agent, who makes a take-over bid, and includes two or more persons who, directly or indirectly, (a) make take-over bids jointly or in concert, or (b) intend to exercise jointly or in concert voting rights attached to shares for which a take-over bid is made; ( pollicitant )
Trust and Loan Companies Act — T-19.8 (a)
share means a share with or without voting rights and includes (a) a security that is currently convertible into a share, and (b) a currently exercisable option or right to acquire a share or a security referred to in paragraph (a); ( action )
Trust and Loan Companies Act — T-19.8
take-over bid means an offer made by an offeror at approximately the same time to all of the shareholders of a distributing company to acquire all of the shares of a class of issued shares, and includes an offer by a distributing company to repurchase all of the shares of a class. ( offre d’achat visant à la mainmise )
Trust and Loan Companies Act — T-19.8 289
Right to acquire shares 289 If, within one hundred and twenty days after the date of a take-over bid, the bid is accepted by the holders of not less than 90 per cent of the shares of any class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, the offeror is entitled, on complying with sections 290 to 295, subsections 296(1) and (2) and section 297, to acquire the shares held by the dissenting offerees. 1991, c. 45, s. 289; 2005, c. 54, s. 424(F)
Trust and Loan Companies Act — T-19.8 290
Offeror’s notice to dissenters 290 (1) An offeror may acquire shares held by a dissenting offeree by sending by registered mail within sixty days after the date of termination of the take-over bid and in any event within one hundred and eighty days after the date of the take-over bid, an offeror’s notice to each dissenting offeree and to the Superintendent stating that (a) offerees holding not less than 90 per cent of the shares of any class of shares to which the take-over bid relates, other than shares held at the date of the take-over bid by or on behalf of the offeror or an affiliate or associate of the offeror, have accepted the take-over bid; (b) the offeror is bound to take up and pay for or has taken up and paid for the shares of the offerees who accepted the take-over bid; (c) a dissenting offeree is required to elect (i) 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, or (ii) to demand payment of the fair value of the dissenting offeree’s shares in accordance with sections 294 to 297 by notifying the offeror within twenty days after receipt of the offeror’s notice; (d) a dissenting offeree who does not notify the offeror in accordance with paragraph 291(b) is deemed to have elected to transfer the shares to the offeror on the same terms on which the offeror acquired the shares from the offerees who accepted the take-over bid; and (e) a dissenting offeree must send the dissenting offeree’s shares to which the take-over bid relates to the offeree company within twenty days after the dissenting offeree receives the offeror’s notice. Notice of adverse claim (2) Concurrently with sending the offeror’s notice under subsection (1), the offeror shall send to the offeree company a notice of adverse claim in accordance with subsection 132(1) with respect to each share held by a dissenting offeree. 1991, c. 45, s. 290; 2005, c. 54, s. 425
Trust and Loan Companies Act — T-19.8 291
Share certificates and election 291 A dissenting offeree to whom a notice is sent under subsection 290(1) shall within 20 days after receiving the notice (a) send to the offeree company the share certificates representing the shares to which the take-over bid relates; and (b) elect to transfer the shares to the offeror on the same terms as those on which the offeror acquired shares from the offerees who accepted the take-over bid or to demand payment of the fair value of the shares in accordance with sections 294 to 297 by notifying the offeror. 1991, c. 45, s. 291; 2005, c. 54, s. 426
Trust and Loan Companies Act — T-19.8 291.1
Deemed election 291.1 A dissenting offeree who does not notify the offeror in accordance with paragraph 291(b) is deemed to have elected to transfer the shares to the offeror on the same terms as those on which the offeror acquired shares from the offerees who accepted the take-over bid. 2005, c. 54, s. 426