Solicitation Definition Changes Come Into Force

Summary#

This Order fixes July 11, 2024 as the day that certain parts of An Act to amend certain Acts in relation to financial institutions come into force. The practical effect is to update when a communication to shareholders is treated as a "solicitation" in the federal financial‑institution laws so those rules match the Canada Business Corporations Act (CBCA).

What it does#

• Fixes July 11, 2024 as the coming‑into‑force date for specific provisions (including subsection 27(2), section 102, and subsections 239(2), 322(2) and 392(2) of the Act).
• Brings into effect changes that update the definitions of “solicit” and “solicitation” in the Bank Act, the Insurance Companies Act, and the Trust and Loan Companies Act so they align with the CBCA.
• Puts into force earlier technical changes made through the Budget Implementation Act, 2019, No. 1 and the Budget Implementation Act, 2022, No. 1 that adjusted these definitions (including wording to reflect Quebec practice where proxy forms are “signed” rather than “executed”).
• Allows revisions to the Form of Proxy (Banks and Bank Holding companies) Regulations to be implemented so the proxy form rules match the updated definitions.
• Clarifies certain situations that are not considered “solicitation,” for example:
  • a shareholder publicly announcing how they will vote and why;
  • a registered holder or beneficial owner asking for support for their own proposal for a meeting;
  • other communications in prescribed circumstances.

Who's affected#

• Federal financial institutions governed by the Bank Act, Insurance Companies Act, and Trust and Loan Companies Act (banks, federally regulated insurers, and trust/loan companies).
• Shareholders of those institutions and anyone who communicates with shareholders around proxy votes (management, dissident shareholders, proxy solicitors).
• Corporate lawyers, compliance teams, and proxy‑form designers who prepare shareholder notices and proxy documents.
• The changes mainly harmonize technical rules; the source says it is unclear that any other groups will be directly affected.

Why it matters#

• It reduces confusion about when a message to shareholders counts as a solicitation for proxy purposes. That can affect what disclosure is required and how proxy materials are handled.
• Alignment with the CBCA makes the rules across federal corporate statutes more consistent. That simplifies compliance for companies and advisers who work across different federal laws.
• The updated proxy regulations should make proxy forms clearer and resolve a technical mismatch that was flagged by the Standing Joint Committee for the Scrutiny of Regulations.
• The government says there are no expected financial costs and no expected differential impacts on groups based on characteristics like sex, age, race or disability.