Canadian Telecommunications Common Carrier Ownership and Control Regulations — 17
17 (1) For the purposes of this section, a corporation is a subsidiary of another corporation or person if it is controlled by that corporation or person. (2) For the purposes of this section and subsection 16(2) of the Act, successor means (a) a corporation that, after July 22, 1987, acquires direct control of a person that was acting as a telecommunications common carrier in Canada on July 22, 1987, whether as a result of an amalgamation, transfer or exchange of property, assets or securities, or other form of arrangement; (b) a corporation that is a subsidiary of the person referred to in paragraph (a); or (c) a corporation that is a subsidiary of the corporation referred to in paragraph (a), but does not include any person referred to in that paragraph that was acting as a telecommunications common carrier in Canada on July 22, 1987. (3) For the purposes of subsections (4) to (12), carrier means a person that was acting as a telecommunications common carrier in Canada on July 22, 1987 ( entreprise ); acquiring corporation means a successor that is a corporation referred to in paragraph (2)(a) and that acquires direct control of a carrier. ( acquéreur ) (4) For the purposes of paragraph 16(2)(c) of the Act, (a) where the carrier is a corporation, the carrier shall, subject to paragraph (d), satisfy the following criteria respecting continuous ownership, and control, by Canadians since July 22, 1987, namely, that at no time since July 22, 1987, and while it was operating as a telecommunications common carrier, has (i) the percentage of the members of its board represented by the aggregate of the members of its board who are individual Canadians and the members of its board who, on July 22, 1987 were individual Canadians but are no longer individual Canadians and continue to be members of the board of the carrier been lower than the lesser of (A) the percentage of its board who were individual Canadians as at July 22, 1987, and (B) eighty per cent, and (ii) the percentage of its voting shares that are beneficially owned, and controlled, by Canadians decreased, for a period of more than one year, by more than five per cent from the percentage of its voting shares beneficially owned, and controlled, by Canadians as at July 22, 1987; (b) where the carrier is not a corporation, the carrier shall, subject to paragraph (d), satisfy the following criterion respecting continuous ownership and control by Canadians since July 22, 1987, namely, that at no time since July 22, 1987, and while it was operating as a telecommunications common carrier, has the percentage of its beneficial ownership by Canadians decreased, for a period of more than one year, by more than five per cent from the percentage of its beneficial ownership by Canadians as at July 22, 1987; (c) a successor that is a corporation referred to in paragraph (2)(b) and that operates as a telecommunications common carrier shall satisfy the following criteria respecting continuous ownership and control by Canadians since July 22, 1987, namely, (i) the carrier of which it is a subsidiary continues to satisfy the criteria set out in paragraph (a) or (b), as the case may be, (ii) not less than eighty per cent of the members of its board of directors are individual Canadians, (iii) where any of its voting shares are not controlled by the carrier, not less than eighty per cent of those shares are beneficially owned, and controlled, by Canadians, and (iv) the corporation continues to be a subsidiary of the carrier; (d) where control of a carrier has been acquired by an acquiring corporation, the carrier shall satisfy the following criteria respecting continuous ownership and control by Canadians since July 22, 1987, namely, from and after the time of the acquisition, (i) the carrier continues to be controlled by the acquiring corporation that first acquired it and the acquiring corporation satisfies the criteria set out in paragraph (e), (ii) the percentage of the members of its boa