GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 255
Publication of name 255 A bank 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 bank.
Bank Act — B-1.01 256
Corporate seal 256 (1) A bank may adopt a corporate seal and change one that it adopted. Validity of unsealed documents (2) A document executed on behalf of a bank is not invalid merely because a corporate seal is not affixed to it. 1991, c. 46, s. 256; 2005, c. 54, s. 54
Bank Act — B-1.01 257 to 264
257 to 264 [Repealed, 1997, c. 15, s. 30]
Bank Act — B-1.01 265
Definitions 265 (1) In this section and sections 266 to 272, 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acquire shares of the body corporate that granted the option or right to acquire; ( option d’achat ) distributing bank [Repealed, 2005, c. 54, s. 55] insider [Repealed, 2005, c. 54, s. 55] officer , in relation to a bank, means (a) an officer as defined in paragraph (a) of the definition officer in section 2, or (b) any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 bank similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; ( dirigeant d’une banque ) 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, (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a), and (c) a membership share. ( action ) Control (2) For the purposes of this section and sections 266 to 272, 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. 55] 1991, c. 46, s. 265; 2005, c. 54, s. 55; 2010, c. 12, s. 2016
Bank Act — B-1.01
affiliate means a body corporate that is affiliated with another body corporate within the meaning of subsection 6(2); ( groupe )
Bank Act — B-1.01
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 )
Bank Act — B-1.01
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 )
Bank Act — B-1.01
distributing bank [Repealed, 2005, c. 54, s. 55]
Bank Act — B-1.01 (a)
officer , in relation to a bank, 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 bank similar to those performed by a person referred to in paragraph (a) of the definition officer in section 2; ( dirigeant d’une banque )
Bank Act — B-1.01
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 )
Bank Act — B-1.01 (a)
share means a voting share and includes (a) a security currently convertible into a voting share, (b) a currently exercisable option or a right to acquire a voting share or a security referred to in paragraph (a), and (c) a membership share. ( action )
Bank Act — B-1.01 266
Insider report 266 An insider shall submit an insider report in accordance with the regulations. 1991, c. 46, s. 266; 1997, c. 15, s. 31; 2005, c. 54, s. 56
Bank Act — B-1.01 267
Exemption by Superintendent 267 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 266. 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. 46, s. 267; 2005, c. 54, s. 56
Bank Act — B-1.01 268
Regulations 268 The Governor in Council may make regulations for carrying out the purposes of sections 266 and 267, including (a) defining insider for the purposes of sections 266 and 267; (b) respecting the form and content of an insider report; and (c) respecting the submission or publication of an insider report. 1991, c. 46, s. 268; 2005, c. 54, s. 56
Bank Act — B-1.01 270
Meaning of insider 270 (1) In this section, insider means with respect to a distributing bank (a) a director or officer of the bank; (b) a director or officer of a subsidiary of the bank; (c) a director or officer of a body corporate that enters into a business combination with the bank; or (d) a person employed or retained by the bank. Prohibition — short sale (2) No insider may knowingly sell, directly or indirectly, a security of a distributing bank or of any of the distributing bank’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 bank or of any of the bank’s affiliates. 1991, c. 46, s. 270; 2005, c. 54, s. 57
Bank Act — B-1.01 271
if that relative has the same residence as the person, a relative of the person or of their spouse or common-law partner. Insider trading — compensation to sellers and purchasers (6) An insider of a bank who purchases or sells a security of the bank with knowledge of confidential information that if it were generally known might reasonably be expected to materially affect the value of any of the securities of the bank 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 bank (7) The insider is accountable to the bank 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. 46, s. 271; 2005, c. 54, s. 57; 2010, c. 12, s. 2017
Bank Act — B-1.01 271.1
Tipping — compensation to sellers and purchasers 271.1 (1) An insider of a bank who discloses confidential information with respect to the bank 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 bank is liable to compensate any person who subsequently sells securities of the bank 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 271(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 271(3) or (4), the disclosure of the information was necessary to effect the take-over bid or business combination. Tipping — compensation to bank (2) The insider is accountable to the bank 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. 57
Bank Act — B-1.01 272
Measure of damages 272 (1) The court may assess damages under subsection 271(6) or 271.1(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 bank, 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 271(6) or 271.1(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 271(6) or (7) or section 271.1 may be commenced only within two years after discovery of the facts that gave rise to the cause of action. 1991, c. 46, s. 272; 2005, c. 54, s. 57
Bank Act — B-1.01 273
Distribution 273 (1) No person, including a bank, shall distribute securities of a bank that is not a federal credit union 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 bank that is not a federal credit union, including (a) respecting the information that is to be disclosed by such a bank 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. 46, s. 273; 2005, c. 54, s. 57; 2012, c. 5, s. 9
Bank Act — B-1.01 273.1
Distribution — federal credit union 273.1 (1) No person, including a bank, shall distribute securities of a federal credit union 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 federal credit union, including (a) respecting the information that is to be disclosed by a federal credit union 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). 2012, c. 5, s. 10
Bank Act — B-1.01 274
Order of exemption 274 (1) On application by a bank 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 273(2) or 273.1(2) if the Superintendent is satisfied that the bank or federal credit union, as the case may be, 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. 46, s. 274; 2005, c. 54, s. 57; 2012, c. 5, s. 11
Bank Act — B-1.01 275
Going-private transactions 275 A bank may carry out a going-private transaction if it complies with any applicable provincial securities laws. 1991, c. 46, s. 275; 1994, c. 26, s. 5(F); 1999, c. 31, s. 11; 2005, c. 54, s. 57
Bank Act — B-1.01 276
Squeeze-out transactions 276 No bank 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 bank’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 bank; 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. 46, s. 276; 1999, c. 31, s. 12; 2005, c. 54, s. 57
Bank Act — B-1.01 277
ase the bank 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 bank, to be paid as soon as the bank is able to lawfully pay them or, in a liquidation, to be ranked subordinate to the rights of the bank’s creditors but in priority to its shareholders. Limitation (25) A bank may not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that the bank is or the payment would cause the bank to be in contravention of a regulation referred to in subsection 485(1) or (2) or of an order made under subsection 485(3). 1991, c. 46, s. 277; 2005, c. 54, s. 57
Bank Act — B-1.01 283
Definitions 283 (1) In this section and sections 284 to 293, 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. 58] offeree means a person to whom a take-over bid is made; ( pollicité ) offeree bank means a bank the shares of which are the object of a take-over bid; ( banque 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 bank to acquire all of the shares of a class of issued shares, and includes an offer by a distributing bank 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 284 to 293, 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. 46, s. 283; 2000, c. 12, s. 4; 2005, c. 54, s. 58
Bank Act — B-1.01 (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 )
Bank Act — B-1.01
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 )
Bank Act — B-1.01
exempt offer [Repealed, 2005, c. 54, s. 58]
Bank Act — B-1.01
offeree means a person to whom a take-over bid is made; ( pollicité )
Bank Act — B-1.01
offeree bank means a bank the shares of which are the object of a take-over bid; ( banque pollicitée )
Bank Act — B-1.01 (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 )
Bank Act — B-1.01 (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 )
Bank Act — B-1.01
take-over bid means an offer made by an offeror at approximately the same time to all of the shareholders of a distributing bank to acquire all of the shares of a class of issued shares, and includes an offer by a distributing bank to repurchase all of the shares of a class. ( offre d’achat visant à la mainmise )
Bank Act — B-1.01 284
Right to acquire shares 284 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 285 to 290, subsections 291(1) and (2) and section 292, to acquire the shares held by the dissenting offerees. 1991, c. 46, s. 284; 2005, c. 54, s. 59(F)
Bank Act — B-1.01 285
Offeror’s notice to dissenters 285 (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 289 to 292 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 286(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 bank 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 bank a notice of adverse claim in accordance with subsection 129(1) with respect to each share held by a dissenting offeree. 1991, c. 46, s. 285; 2005, c. 54, s. 60
Bank Act — B-1.01 286
Share certificates and election 286 A dissenting offeree to whom a notice is sent under subsection 285(1) shall within 20 days after receiving the notice (a) send to the offeree bank 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 289 to 292 by notifying the offeror. 1991, c. 46, s. 286; 2005, c. 54, s. 61
Bank Act — B-1.01 286.1
Deemed election 286.1 A dissenting offeree who does not notify the offeror in accordance with paragraph 286(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. 61
Bank Act — B-1.01 287
Payment to offeree bank 287 (1) Within 20 days after the offeror sends a notice under subsection 285(1), the offeror shall pay the money, or transfer the other consideration, to the offeree bank that the offeror would have had to pay or transfer to a dissenting offeree if the dissenting offeree had elected to transfer their shares in accordance with paragraph 286(b). Consideration in trust (2) An offeree bank is deemed to hold in a fiduciary capacity for the dissenting offerees the money or other consideration it receives under subsection (1). Deposit or custody (3) An offeree bank shall deposit the money received under subsection (1) in a separate account in another deposit-taking financial institution in Canada and the offeree bank shall place any other consideration in the custody of another deposit-taking financial institution in Canada. 1991, c. 46, s. 287; 2005, c. 54, s. 62