Financial Institutions

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The lawyers in Fasken Martineau's Financial Institutions Practice Group are leading advisors to financial institutions and other regulated and unregulated financial services providers. We help clients achieve their strategic, corporate and regulatory objectives. We advise clients about establishing banks, trust and insurance companies and credit unions, and branches of foreign banks and insurance companies in Canada. We have significant experience advising on the planning, structuring and implementation of domestic and cross-border mergers, acquisitions, divestitures, demutualizations and joint ventures, and on the implementation of strategic alliances, distribution, reinsurance and outsourcing arrangements. We also act for financial institutions and underwriters in funding and capital-related transactions, including public and private corporate financings. We advise clients on corporate governance, risk management, compliance and anti-money laundering matters.

When assisting our clients to achieve their goals, we work closely on their behalf with regulators to obtain regulatory approvals and comfort relating to innovative structures and products. When appropriate, we work with our lawyers in other practice areas, such as tax, securities, anti-trust/competition, restructuring and insolvency, information technology and privacy, and banking and finance (including traditional debt, asset-based, project and structured financing).

Establishment of Financial Services Businesses

We provide our services on all matters applicable to the formation, organization, ownership, governance and regulation of financial services businesses from start to finish, including:

  • establishment of branch offices of banks and insurance companies
  • incorporation, organization and registration of all manner of financial services providers including banks, life and property and casualty insurance companies, trust and loan companies, finance companies, agents, brokers and other regulated and unregulated financial services entities
  • creation of unique insurance vehicles including pools, reciprocals and captives
  • continuation of financial institutions under federal and provincial legislation

Mergers and Acquisitions

Our extensive expertise in transactional matters involving financial institutions includes:

  • mergers, acquisitions and divestitures
  • competitive bids, from the perspective of the vendor or purchaser
  • ownership structure
  • assumption reinsurance
  • indemnity reinsurance
  • reorganizations, including amalgamations and arrangements
  • investments, permitted subsidiaries and affiliates

Financing Transactions and Derivatives

We have extensive experience in financing transactions, such as:

  • public and private financings, acting for the issuer or the investment dealer
  • securitization of special and other insurance risks
  • demutualization of insurance companies
  • credit enhancement techniques

Development and Distribution of Financial Services Products

We advise on the development of new financial services products and distribution channels. In conjunction with our technology and intellectual property lawyers, we advise financial institutions and businesses on a range of financial services distribution issues. Our services include:

  • creation of new products
  • insurance company, agency and broker contracts
  • networking of financial services
  • strategic alliances and outsourcing arrangements, including call centres
  • electronic commerce, Internet and high technology, including joint ventures between technology providers and financial services providers
  • bancassurance
  • multi-line distribution of financial products
  • drafting and interpretation of insurance and reinsurance policies and treaties
  • qualifying segregated fund offerings
  • dealing with challenges to innovative marketing initiatives by regulators
  • developing and maintaining trade-marks and trade-names

Regulatory, Government Affairs and General Matters

Our Group has extensive regulatory experience dealing with federal and provincial laws and regulators concerning mergers and acquisitions, financings, the establishment of financial services businesses, the development and distribution of financial services and all other matters concerning our clients' businesses and growth strategies. These activities include:

  • advising on supervisory and compliance issues
  • special governmental and regulatory initiatives
  • the protection of personal information and tied selling issues
  • advising clients on the application of international arrangements, such as the North American Free Trade Agreement, the World Trade Organization, the GATT and related agreements
  • representative offices for foreign banks
  • acting as Chief Agent for Canada for branch operations of foreign life and property casualty insurance companies
  • corporate governance issues, including duties of directors, officers, and committees of boards of financial institutions, including the Audit Committee and the Conduct Review Committee
  • applications and inquiries to OSFI and all provincial and territorial regulators
  • provincial regulation of insurance agents, brokers and other intermediaries
  • all matters related to the taxation of insurance companies, both in a transactional and general advisory capacity
  • unlicensed insurance matters
  • ministerial approvals, both federal and provincial, required for share and portfolio acquisitions and ancillary business investments
  • ministerial and superintendent approvals required under the Bank Act, Investment Canada Act and Trust Company Act
  • advance ruling certificates and approvals under the Competition Act
  • representing companies in the financial services industry in relation to legislative change and major government policy initiatives
  • advising on the preparation of policies and procedures to comply with the Standards of Sound Business and Financial Practices and related Standards Assessment and Reporting Program and Program for Assessment of Regulatory Compliance for banks and insurance companies
  • advising bank and insurance trade associations on policy and legislative matters
  • advising the industry ombudsman on alternative dispute resolution issues

ETHIDEXTM RiskManager

In order to bring best-practice compliance solutions to Canadian financial institutions, we are working in alliance with Ethidex to offer the ETHIDEX™ RiskManager Service.  Here is the link: https://www.ethidex.com/

Primary Contacts

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+1 416 868 3495
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+1 416 865 4408
+1 604 631 4962
+1 604 631 4775
+1 514 397 4388
+1 514 397 5114