December 30, 2020 

Alan W. Avery, Esq. 

Latham & Watkins LLP 

885 Third Avenue 

New York, New York 10022-4834 

Dear Mr. Avery: 

 This letter responds to your request for an opinion that National Bank of 

Canada (“NBC”), Montreal, Canada, no longer controls Fiera Capital Corporation, 

Montreal, Canada, and its affiliates (collectively, “Fiera”) for purposes of the Bank 

Holding Company Act of 1956 (“BHC Act”). 

For purposes of the BHC Act, a company has control over another 

company if the first company (i) directly or indirectly or acting through one or more other 

persons owns, controls, or has power to vote 25 percent or more of any class of voting 

securities of the other company; (ii) controls in any manner the election of a majority of 

the directors of the other company; or (iii) directly or indirectly exercises a controlling 

influence over the management or policies of the other company.1

 In addition, the 

Board’s Regulation Y sets forth rebuttable presumptions of control and noncontrol.2

 The 

BHC Act and the Board’s Regulation Y presume that any company that directly or 

indirectly owns, controls, or has the power to vote less than 5 percent of any class of 

voting securities of another company does not control the other company.3

 In addition, a 

company that previously controlled another company is presumed to continue to control 

that company if, at any time during the prior two years, the first company controlled the 

                                                            

1

 12 U.S.C. § 1841(a)(2); 12 CFR 225.2(e). 

2

 12 CFR 225.32; 12 CFR 225.33. 

3

 12 U.S.C. § 1841(a)(3); 12 CFR 225.33(b). 
second company and the first company controls 15 percent or more of any class of voting 

securities of the second company.4

 

In 2012, NBC acquired approximately 56 percent of a class of voting 

securities of Fiera, which constituted approximately 35 percent of the total outstanding 

securities of Fiera. In connection with the acquisition of this interest, NBC also had the 

right to appoint two representatives on the board of directors of Fiera, which then 

consisted of twelve members. In addition, NBC had a number of agreements and 

business relationships with Fiera, including a credit agreement and an asset maintenance 

agreement. NBC represents that it has fully divested its interest in Fiera and no longer 

has any right to own, control, vote, or acquire any class of securities of Fiera. NBC also 

represents that it no longer has any director representation on, or the right to appoint any 

directors to, the board of directors of Fiera. NBC further represents that its existing 

business relationships with Fiera are significantly reduced.5

 

 Based on all the facts of record in this case, and specifically conditioned on 

all the representations made in connection with your request, staff of the Legal Division 

would not recommend that the Board find NBC to control Fiera for purposes of the BHC 

Act in light of NBC’s divestment from its interest in Fiera and significant reduction in 

business and other relationships with Fiera. In addition, based on NBC’s representations, 

it does not appear that NBC would trigger any of the presumptions of control under the 

Board’s regulations.6

 This opinion is based on all the facts of record, including all the 

representations made by or on behalf of NBC, whether noted in this letter or otherwise 

included in correspondence or presented in discussions with staff of the Board. Any 

changes in facts or representations may result in a different opinion and should be 

reported immediately to Board staff. 

 If you have any questions about this matter, please contact Mark Buresh, 

Senior Counsel (202-452-5270), or Katherine Di Lucido (202-452-2352), Legal 

Assistant/Attorney, both of the Board’s Legal Division. 

Sincerely, 

                                                            

4

 12 CFR 225.32(i)(1). 

5

 NBC represents that the existing relationships are on market terms and constitute 

significantly less than 10 percent of Fiera’s annual revenues and expenses. 

6

 See 12 CFR 225.32.