Matters for consideration	(4) Before issuing letters patent of amalgamation continuing the applicants as one company, the Minister shall take into account all matters that the Minister considers relevant to the application, including
	(a) the sources of continuing financial support for the amalgamated company;
	(b) the soundness and feasibility of the plans of the applicants for the future conduct and development of the business of the amalgamated company;
	(c) the business record and experience of the applicants;
	(d) the reputation of the applicants for being operated in a manner that is consistent with the standards of good character and integrity;
	(e) whether the amalgamated company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
	(f) the impact of any integration of the operations and businesses of the applicants on the conduct of those operations and businesses; and
	(g) the best interests of the financial system in Canada.
	510. The Act is amended by adding the following after section 234:
Court enforcement	234.1 (1) If a company or any director, officer, employee or agent of a company is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the company or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit.
Appeal	(2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court.
	511. (1) Section 244 of the Act is amended by adding the following after subsection (5):
Electronic access	(5.1) A company may make the information contained in records referred to in subsection 243(1) available to persons by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing the records in intelligible written form within a reasonable time.
	(2) Subsection 244(6) of the French version of the Act is replaced by the following:
Exemplaires	(6) Les actionnaires peuvent sur demande et sans frais, une fois par année civile, obtenir un exemplaire des règlements administratifs de la société.
	512. Subsection 250(1) of the Act is replaced by the following:
Location and processing of information	250. (1) Subject to subsection (3), a company shall maintain and process in Canada any information or data relating to the preparation and maintenance of the records referred to in section 243 unless the Superintendent has, subject to any terms and conditions that the Superintendent considers appropriate, exempted the company from the application of this section.
	513. Subsection 253(3) of the Act is replaced by the following:
Application of certain provisions	(3) Subsections 244(5) and (5.1) and sections 245 and 247 to 250 apply, with any modifications that the circumstances require, in respect of a central securities register.
	514. (1) The portion of paragraph 313(3)(a) of the Act before subparagraph (i) is replaced by the following:
	(a) a list of the subsidiaries of the company, other than subsidiaries that are not required to be listed by the regulations and subsidiaries acquired pursuant to section 457 or pursuant to a realization of security in accordance with section 458 and which the company would not otherwise be permitted to hold, showing, with respect to each subsidiary,
	(2) Section 313 of the Act is amended by adding the following after subsection (4):
Regulations	(5) The Governor in Council may make regulations respecting subsidiaries that are not required to be listed for the purposes of paragraph (3)(a).
1997, c. 15, s. 371	515. Section 317 of the Act is replaced by the following:
Copy to Superinten- dent	317. (1) Subject to subsection (2), a company shall send to the Superintendent a copy of the documents referred to in subsections 313(1) and (3) not later than twenty-one days before the date of each annual meeting of shareholders of the company.
Later filing	(2) If a company's shareholders sign a resolution under paragraph 155(1)(b) in lieu of an annual meeting, the company shall send a copy of the documents referred to in subsections 313(1) and (3) to the Superintendent not later than thirty days after the signing of the resolution.
	516. (1) Subsection 320(3) of the Act is replaced by the following:
Notice of designation	(3) Within fifteen days after the appointment of a firm of accountants as auditor of a company, the company and the firm of accountants shall jointly designate a member of the firm who meets the qualifications described in subsection (1) to conduct the audit of the company on behalf of the firm and the company shall forthwith notify the Superintendent in writing of the designation.
	(2) Subsection 320(4) of the French version of the Act is replaced by the following:
Remplace- ment d'un membre désigné	(4) Si, pour une raison quelconque, le membre désigné cesse de remplir ses fonctions, la société et le cabinet de comptables peuvent désigner conjointement un autre membre qui remplit les conditions du paragraphe (1); la société en avise sans délai par écrit le surintendant.
	517. Subsection 374(2) of the Act is replaced by the following:
Priority not affected	(2) Nothing in subsection (1) prejudices or affects the priority of any holder of any security interest in any property of a company.
	518. Subsections 375(3) to (5) of the Act are replaced by the following:
Exemption	(3) On application by a company, the Superintendent may exempt from the application of this section and section 376 any class of non-voting shares of the company if the aggregate book value of the shares of the class is not more than 30 per cent of the aggregate book value of all the outstanding shares of the company.
1997, c. 15, s. 372	519. Section 375.1 of the Act is replaced by the following:
No acquisition of control without approval	375.1 No person shall acquire control, within the meaning of paragraph 3(1)(d), of a company, without the prior approval of the Minister.
	520. Subsection 378(1) of the Act is replaced by the following:
Where approval not required	378. (1) Despite sections 375 and 376, the approval of the Minister is not required if
	(a) the Superintendent has, by order, directed the company to increase its capital and shares of the company are issued and acquired in accordance with such terms and conditions as may be specified in the order; or
	(b) a person who controls, within the meaning of paragraph 3(1)(a), the company acquires additional shares of the company.
	521. Section 379 of the Act is replaced by the following:
Public holding requirement	379. (1) Every company shall, from and after the day determined under this section in respect of that company, have, and continue to have, voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are
	(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and
	(b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.
Determina- tion of day	(2) If the company has equity of one billion dollars or more on the day it comes into existence, the day referred to in subsection (1) is the day that is three years after that day and, in the case of any other company, the day referred to in subsection (1) is the day that is three years after the day of the first annual meeting of the shareholders of the company held after the equity of the company first reaches one billion dollars.
Extension	(3) If general market conditions so warrant and the Minister is satisfied that a company has used its best efforts to be in compliance with this section on the day determined under subsection (2), the Minister may specify a later day as the day from and after which the company must comply with subsection (1).
	522. Subsection 380(1) of the Act is replaced by the following:
Limit on assets	380. (1) Unless an exemption order with respect to the company is granted under section 382, if a company fails to comply with section 379 in any month, the Minister may, by order, require the company not to have, until it complies with that section, average total assets in any three month period ending on the last day of a subsequent month exceeding the company's average total assets in the three month period ending on the last day of the month immediately before the month specified in the order.
1991, c. 47, par. 753(b)	523. (1) The portion of subsection 382(1) of the Act before paragraph (f) is replaced by the following:
Exemption by order of Minister	382. (1) An entity that controls a company and that is
	(a) a widely held bank,
	(b) a bank that would be in compliance with section 379 if it were a company,
	(b.1) a widely held bank holding company,
	(b.2) a bank holding company that would be in compliance with section 379 if it were a company,
	(c) a company that is in compliance with section 379,
	(d) an insurance company, other than a mutual company, to which the Insurance Companies Act applies that would be in compliance with section 379 if it were a company,
	(d.1) a mutual company or a fraternal benefit society to which the Insurance Companies Act applies,
	(d.2) an insurance holding company that would be in compliance with section 379 if it were a company,
	(e) an association to which the Cooperative Credit Associations Act applies,
	(2) Paragraph 382(5)(a) of the Act is replaced by the following:
	(a) the entity that applied for the exemption order ceases to control the company;
1997, c. 15, s. 374	524. Sections 384 to 386 of the Act are replaced by the following:
Acquisition of control permitted	384. (1) Subject to subsection (2) and sections 376 and 385, section 379 does not apply in respect of a company if a person acquires control of a company with equity of one billion dollars or more through the purchase or other acquisition of all or any number of the shares of the company by the person or by any entity controlled by the person.
Undertaking required	(2) Subsection (1) applies only if the person provides the Minister with an undertaking satisfactory to the Minister to do all things necessary so that, within three years after the acquisition, or any other period that the Minister may specify, the company has voting shares that carry at least 35 per cent of the voting rights attached to all of the outstanding voting shares of the company and that are
	(a) shares of one or more classes of shares that are listed and posted for trading on a recognized stock exchange in Canada; and
	(b) shares none of which is beneficially owned by a person who is a major shareholder of the company in respect of the voting shares of the company or by any entity that is controlled by a person who is a major shareholder of the company in respect of such shares.
Application of section 379	385. At the expiration of the period for compliance with an undertaking referred to in subsection 384(2), section 379 shall apply in respect of the company to which the undertaking relates.
Restriction on voting rights	386. (1) If, with respect to any company, a particular person contravenes section 375 or 375.1 or fails to comply with an undertaking referred to in subsection 384(2) or with any term or condition imposed under section 389, no person, and no entity controlled by the particular person, shall, in person or by proxy, exercise any voting rights
	(a) that are attached to shares of the company beneficially owned by the particular person or any entity controlled by the particular person; or
	(b) that are subject to an agreement entered into by the particular person, or any entity controlled by the particular person, pertaining to the exercise of the voting rights.
Subsection (1) ceases to apply	(2) Subsection (1) ceases to apply in respect of a person when, as the case may be,
	(a) the shares to which the contravention relates have been disposed of;
	(b) the person ceases to control the company within the meaning of paragraph 3(1)(d);
	(c) if the person failed to comply with an undertaking referred to in subsection 384(2), the company complies with section 379; or
	(d) if the person failed to comply with a term or condition imposed under section 389, the person complies with the term or condition.
	525. Section 387 of the Act is replaced by the following:
Application for approval	387. (1) An application for an approval of the Minister required under this Part must be filed with the Superintendent and contain the information, material and evidence that the Superintendent may require.
Applicant	(2) If, with respect to any particular transaction, this Part applies to more than one person, any one of those persons may make the application to the Minister for approval on behalf of all of those persons.
	526. Subsection 388(1) of the Act is replaced by the following:
Matters for consideration	388. (1) Subject to subsection (2), if an application for an approval under section 375 is made, the Minister, in determining whether or not to approve the transaction, shall take into account all matters that the Minister considers relevant to the application, including
	(a) the nature and sufficiency of the financial resources of the applicant or applicants as a source of continuing financial support for the company;
	(b) the soundness and feasibility of the plans of the applicant or applicants for the future conduct and development of the business of the company;
	(c) the business record and experience of the applicant or applicants;
	(d) the character and integrity of the applicant or applicants or, if the applicant or any of the applicants is a body corporate, its reputation for being operated in a manner that is consistent with the standards of good character and integrity;
	(e) whether the company will be operated responsibly by persons with the competence and experience suitable for involvement in the operation of a financial institution;
	(f) the impact of any integration of the businesses and operations of the applicant or applicants with those of the company on the conduct of those businesses and operations; and
	(g) the best interests of the financial system in Canada.
	527. Section 389 of the Act is replaced by the following: