234. Section 493 of the Act is amended by adding the following after subsection (5):

Marginal note:2001, c. 9, s. 426

• 235. (1) Paragraph 495(1)(j) of the French version of the Act is replaced by the following:

  • j) une entité qui est constituée en personne morale ou formée et réglementée autrement que sous le régime d’une loi fédérale ou provinciale et qui exerce principalement, à l’étranger, des activités commerciales qui, au Canada, seraient des opérations bancaires, l’activité d’une société coopérative de crédit, des opérations d’assurance, la prestation de services fiduciaires ou le commerce de valeurs mobilières.

• Marginal note:2001, c. 9, s. 426

  (2) Paragraph 495(2)(e) of the Act is replaced by the following:

  • (e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 490(1); and

• Marginal note:2001, c. 9, s. 426

  (3) Subsection 495(4) of the Act is replaced by the following:

  • Marginal note:Exception

    (3.1) Despite paragraph (3)(a), a life company may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is

    • (a) a closed-end fund;

    • (b) a mutual fund entity; or

    • (c) an entity whose business is limited to engaging in one or more of the following:

      • (i) the activities of a mutual fund distribution entity,

      • (ii) any activity that a company is permitted to engage in under subsection 441(1.1), and

      • (iii) the provision of investment counselling services and portfolio management services.

  • Marginal note:Permitted investments — property and casualty companies and marine companies

    (4) Subject to subsections (5) to (8) and Part XI, a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, an entity, other than an entity referred to in any of paragraphs (1)(a) to (j), whose business is limited to one or more of the following:

    • (a) engaging in any financial service activity or in any other activity that a property and casualty company, or a marine company, is permitted to engage in under subsection 440(2) or section 441 or 442, other than paragraph 441(1)(h);

    • (b) acquiring or holding shares of, or ownership interests in, entities in which a property and casualty company, or a marine company, is permitted under this Part to hold or acquire;

    • (c) engaging in the provision of any services exclusively to any or all of the following, so long as the entity is providing those services to the company or any member of the company’s group:

      • (i) the company,

      • (ii) any member of the company’s group,

      • (iii) any entity that is primarily engaged in the business of providing financial services,

      • (iv) any permitted entity in which an entity referred to in subparagraph (iii) has a substantial investment, or

      • (v) any prescribed person, if it is doing so under prescribed terms and conditions, if any are prescribed;

    • (d) engaging in any activity that a property and casualty company, or a marine company, is permitted to engage in, other than an activity referred to in paragraph (a) or (e), that relates to

      • (i) the promotion, sale, delivery or distribution of a financial product or financial service that is provided by the company or any member of the company’s group, or

      • (ii) if a significant portion of the business of the entity involves an activity referred to in subparagraph (i), the promotion, sale, delivery or distribution of a financial product or financial service that is provided by any other entity that is primarily engaged in the business of providing financial services;

    • (e) engaging in the activities referred to in the definition “closed-end fund”, “mutual fund distribution entity” or “mutual fund entity” in subsection 490(1); and

    • (f) engaging in prescribed activities, under prescribed terms and conditions, if any are prescribed.

• Marginal note:2001, c. 9, s. 426

  (4) The portion of subsection 495(5) of the Act before paragraph (c) is replaced by the following:

  • Marginal note:Restriction — property and casualty companies and marine companies

    (5) A property and casualty company, or a marine company, may not acquire control of, or acquire or increase a substantial investment in, an entity whose business includes any activity referred to in any of paragraphs (4)(a) to (e) if the entity engages in the business of accepting deposit liabilities or if the activities of the entity include

    • (a) activities that a company is not permitted to engage in under any of sections 466, 469 and 478;

    • (b) dealing in securities, except as may be permitted under paragraph (4)(e) or as may be permitted to a company under paragraph 440(2)(b);

• (5) Section 495 of the Act is amended by adding the following after subsection (5):

  • Marginal note:Exception

    (5.1) Despite paragraph (5)(a), a property and casualty company, or a marine company, may acquire control of, or acquire or increase a substantial investment in, any entity that acts as a trustee of a trust if the entity has been authorized under the laws of a province to act as a trustee of a trust and the entity is

    • (a) a closed-end fund;

    • (b) a mutual fund entity; or

    • (c) an entity whose business is limited to engaging in one or more of the following:

      • (i) the activities of a mutual fund distribution entity, and

      • (ii) the provision of investment counselling services and portfolio management services.

• Marginal note:2001, c. 9, s. 426

  (6) Paragraph 495(7)(d) of the Act is replaced by the following:

  • (d) acquire control of, or acquire or increase a substantial investment in, an entity that engages in Canada in an activity described in paragraph 441(1)(d);

  • (d.1) acquire control of, or acquire or increase a substantial investment in, an entity that engages in an activity described in paragraph 441(1)(d.1); or

• Marginal note:2001, c. 9, s. 426

  (7) Paragraph 495(9)(a) of the Act is replaced by the following:

  • (a) the company is acquiring control of an entity, other than a specialized financing entity, and the only reason for which the company would, but for this subsection, require approval for the acquisition is that the entity carries on activities referred to in paragraph (2)(b) or (4)(b);

Marginal note:2001, c. 9, s. 426

236. Subsections 498(4) and (5) of the Act are replaced by the following:

237. Subsection 499(1) of the Act is amended by striking out the word “or” at the end of paragraph (c), by adding the word “or” at the end of paragraph (d) and by adding the following after paragraph (d):

Marginal note:2001, c. 9, s. 426

238. Section 505 of the Act and the heading before it are replaced by the following:

Marginal note:2001, c. 9, s. 426

• 239. (1) Subsections 512(2) and (3) of the Act are replaced by the following:

  • Marginal note:Approval of series of transactions

    (1.1) The Superintendent may, for the purposes of subsection (1), approve a transaction or series of transactions relating to the acquisition or transfer of assets that may be entered into with a person, or with persons of any class of persons, regardless of whether those persons are known at the time of the granting of the approval or not.

  • Marginal note:Exception

    (2) Subsection (1) does not apply in respect of

    • (a) an asset that is a debt obligation referred to in subparagraphs (b)(i) to (v) of the definition “commercial loan” in subsection 490(1);

    • (b) assets that are acquired or transferred under a transaction or series of transactions by a company with another financial institution as a result of the company’s participation in one or more syndicated loans with that financial institution;

    • (c) assets that are acquired or transferred under a transaction that is approved by the Minister or the Superintendent under subsection 254(2) or (2.01);

    • (d) shares of, or ownership interests in, an entity for which the approval of the Minister under Part VII or subsection 495(7) is required or the approval of the Superintendent under subsection 495(8) is required;

    • (e) assets that are acquired or transferred under a transaction approved by the Minister under subsection 715(1) of this Act or subsection 678(1) of the Bank Act;

    • (f) assets, other than real property, acquired or disposed of under an arrangement that has been approved by the Superintendent under subsection 527(3); or

    • (g) assets acquired or disposed of with the approval of the Superintendent under subsection 527(4).

• Marginal note:2001, c. 9, s. 426

  (2) Paragraph 512(4)(b) of the Act is replaced by the following:

  • (b) in the case of assets that are transferred, the value of the assets as reported in the last annual statement of the company prepared before the transfer or, if the value of the assets is not reported in that annual statement, the value of the assets as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer.

• Marginal note:2001, c. 9, s. 426

  (3) Subsection 512(6) of the Act is replaced by the following:

  • Marginal note:Total value of all assets

    (6) For the purposes of subsection (1), the total value of all assets that the company or any of its subsidiaries has transferred during the 12-month period referred to in subsection (1) is the total of the value of each of those assets as reported in the last annual statement of the company prepared before the transfer of the asset or, if the value of any of those assets is not reported in that annual statement, as it would be reported in the annual statement of the company if the annual statement had been prepared, in accordance with the accounting principles referred to in subsection 331(4), immediately before the transfer of the asset.

Marginal note:1996, c. 6, s. 82; 1997, c. 15, s. 275

240. Section 516 of the Act is repealed.

241. Paragraph 519(2)(a) of the Act is replaced by the following:

• 242. (1) Paragraph 520(1)(e) of the Act is replaced by the following:

  • (e) causing the company to be reinsured by the related party against any risk undertaken by the company under its policies.

• (2) Section 520 of the Act is amended by adding the following after subsection (3):

  • Marginal note:Security of a related party

    (4) For the purposes of this Part, “security” of a related party includes an option, transferable by delivery, to demand delivery of a specified number or amount of shares of the related party at a fixed price within a specified time.

243. Section 523 of the Act is replaced by the following:

244. Section 524 of the French version of the Act is replaced by the following:

245. Section 527 of the Act is amended by adding the following after subsection (5):

Marginal note:1997, c. 15, s. 279

246. Subsection 528(3) of the Act is replaced by the following: