Bank Act — B-1.01 468
cquisition or holding of control of, or the acquisition or holding of shares or other ownership interests in, an entity referred to in any of paragraphs (a) to (c) or an entity that is not a permitted entity. Minister’s approval (5) Subject to the regulations, a bank may not, without the prior written approval of the Minister, (a) acquire control of an entity referred to in any of paragraphs (1)(g) to (i) from a person who is not a member of the bank’s group; (b) acquire control of an entity referred to in paragraph (1)(j) or (4)(c), other than an entity whose activities are limited to the activities of one or more of the following entities, if the control is acquired from an entity referred to in any of paragraphs (1)(a) to (f) that is not a member of the bank’s group: (i) a factoring entity, or (ii) a financial leasing entity; (b.1) acquire control of an entity referred to in paragraph (1)(j) if the bank is a bank with equity of four billion dollars or more and A + B > C where A is the value of the entity’s consolidated assets, as it would have been reported in the entity’s annual financial statements if those statements had been prepared immediately before the acquisition, B is the aggregate of the values of the consolidated assets of all other entities referred to in paragraph (1)(j) that the bank has acquired control of within the preceding 12 months, as the value for each entity would have been reported in its annual financial statements if those statements had been prepared immediately before the acquisition of control of that entity, and C is 10% of the value of the bank’s consolidated assets, as shown in the bank’s last annual statement that was prepared before its first acquisition of control of an entity referred to in paragraph (1)(j) within the preceding 12 months; (c) acquire control of, or acquire or increase a substantial investment in, an entity whose business includes one or more of the activities referred to in paragraph (2)(d); (d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 410(1)(c); (d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 410(1)(c.1); or (e) acquire control of, or acquire or increase a substantial investment in, an entity engaging in an activity prescribed for the purposes of paragraph (2)(f). Matters for consideration (5.1) In addition to any matters or conditions provided for in this Act that are relevant to the granting of an approval, the Minister may, in considering whether to grant the approval under paragraph (5)(b.1), take into account all matters that he or she considers relevant in the circumstances, including (a) the stability of the financial system in Canada; and (b) the best interests of the financial system in Canada. Superintendent’s approval (6) Subject to subsection (7) and the regulations, a bank may not acquire control of, or acquire or increase a substantial investment in, an entity referred to in any of paragraphs (1)(g) to (j) and (4)(c) and (d), unless the bank obtains the approval of the Superintendent. Exception (7) Subsection (6) does not apply in respect of a particular transaction if (a) the bank is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the bank would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b); (b) the bank is acquiring control of an entity whose activities are limited to the activities of a factoring entity or a financial leasing entity; (c) the Minister has approved the transaction under subsection (5) or is deemed to have approved it under subsection 469(1); (d) subject to subsection (7.1), the bank is acquiring control of an entity (referred to in this paragraph as the “target entity”) referred to in paragraph (4)(c) or