Radio Regulations, 1986

11 (1) For the purposes of this section,

associate

associate, when used to indicate a relationship with any person, includes

• (a) a partner of the person,

• (b) a trust or an estate in which the person has a substantial beneficial interest or in respect of which the person serves as a trustee or in a similar capacity,

• (c) the spouse or common-law partner of the person,

• (c.1) a child of the person or of their spouse or common-law partner, including a child adopted in fact by the person or by the spouse or common-law partner,

• (c.2) the spouse or common-law partner of a child referred to in paragraph (c.1),

• (d) a relative of the person, or of the spouse or common-law partner referred to in paragraph (c), if that relative has the same residence as the person,

• (e) a corporation of which the person alone, or a person together with one or more associates as described in this definition, has, directly or indirectly, control of 50 per cent or more of the voting interests,

• (f) a corporation of which an associate, as described in this definition, of the person has, directly or indirectly, control of 50 per cent or more of the voting interests, and

• (g) a person, with whom the person has entered into an arrangement, a contract, an understanding or an agreement in respect of the voting of shares of a licensee corporation or of a corporation that has, directly or indirectly, effective control of a licensee corporation, except where that person controls less than one per cent of all issued voting shares of a corporation whose shares are publicly traded on a stock exchange; (liens)

common-law partner

common-law partner, in respect of a person, means an individual who is cohabiting with the person in a conjugal relationship, having so cohabited for a period of at least one year; (conjoint de fait)

common shares

common shares means the shares that represent the residual equity in the earnings of the corporation, and includes securities that are convertible into such shares at all times at the option of the holder and the preferred shares to which are attached rights to participate in the earnings of the corporation with no upper limit. (actions ordinaires)

person

person includes an individual, a partnership, a joint venture, an association, a corporation, a trust, an estate, a trustee, an executor and an administrator, or a legal representative of any of them; (personne)

voting interest

voting interest, in respect of

• (a) a corporation with share capital, means the vote attached to a voting share,

• (b) a corporation without share capital, means an interest that entitles the owner to voting rights similar to those enjoyed by the owner of a voting share,

• (c) a partnership, a trust, an association or a joint venture, means an ownership interest in the assets of it that entitles the owner to receive a share of the profits of it, to receive a share of the assets of it on dissolution and to participate directly in the management of it or to vote on the election of the persons to be entrusted with the power and responsibility to manage it, and

• (d) a not-for-profit partnership, trust, association or joint venture, means a right that entitles the owner to participate directly in the management of it or to vote on the election of the persons to be entrusted with the power and responsibility to manage it; (intérêt avec droit de vote)

voting share

voting share means a share in the capital of a corporation, to which is attached one or more votes that are exercisable at meetings of shareholders of the corporation, either under all circumstances or under a circumstance that has occurred and is continuing, and includes any security that is convertible into such a share at all times at the option of the holder. (action avec droit de vote)

(2) For the purposes of this section, control of a voting interest by a person includes situations in which

• (a) the person is, directly or indirectly, the beneficial owner of the voting interest; or

• (b) the person, by means of an arrangement, a contract, an understanding or an agreement, determines the manner in which the interest is voted but the solicitation of proxies or the seeking of instructions with respect to the completion of proxies in respect of the exercise of voting interests is not considered to be such an arrangement, contract, understanding or agreement.

(3) For the purposes of this section, effective control of a licensee or its undertaking includes situations in which

• (a) a person controls, directly or indirectly, other than by way of security only, a majority of the voting interests of the licensee;

• (b) a person has the ability to cause the licensee or its board of directors to undertake a course of action; or

• (c) the Commission, after a public hearing of an application for a licence, or in respect of an existing licence, determines that a person has such effective control and sets out that determination in a decision or public notice.

(3.1) [Repealed, SOR/2000-235, s. 3]

(4) Except as otherwise provided pursuant to a condition of its licence, a licensee shall obtain the prior approval of the Commission in respect of any act, agreement or transaction that directly or indirectly would result in

• (a) a change by whatever means of the effective control of its undertaking;

• (b) a person alone

  • (i) who controls less than 30 per cent of the voting interests of the licensee, having control of 30 per cent or more of those interests,

  • (ii) who controls less than 30 per cent of the voting interests of a person who has, directly or indirectly, effective control of the licensee, having control of 30 per cent or more of those interests,

  • (iii) who owns less than 50 per cent of the issued common shares of the licensee, owning 50 per cent or more of those shares but not having, directly or indirectly, effective control of the licensee, or

  • (iv) who owns less than 50 per cent of the issued common shares of a person who has, directly or indirectly, effective control of the licensee, owning 50 per cent or more of those shares but not having, directly or indirectly, effective control of the licensee;

• (c) a person together with an associate

  • (i) who control less than 30 per cent of the voting interests of the licensee, having control of 30 per cent or more of those interests,

  • (ii) who control less than 30 per cent of the voting interests of a person who has, directly or indirectly, effective control of the licensee, having control of 30 per cent or more of those interests,

  • (iii) who own less than 50 per cent of the issued common shares of the licensee, owning 50 per cent or more of those shares but not having, directly or indirectly, effective control of the licensee, or

  • (iv) who own less than 50 per cent of the issued common shares of a person who has, directly or indirectly, effective control of the licensee, owning 50 per cent or more of those shares but not having, directly or indirectly, effective control of the licensee; or

• (d) another A.M. licensee, F.M. licensee or digital radio licensee that broadcasts in the same market and in the same language as the licensee, an associate of that other licensee or that other licensee together with its associate, who owns less than

  • (i) 30% of the issued common shares of the licensee or of a person who has, directly or indirectly, effective control of the licensee, owning 30% or more but less than 40% of those shares, or

  • (ii) 40% of the issued common shares of the licensee or of a person who has, directly or indirectly, effective control of the licensee, owning 40% or more but less than 50% of those shares.

(5) A licensee shall notify the Commission, within 30 days thereafter, of the occurrence of any act, agreement or transaction that, directly or indirectly, resulted in

• (a) a person alone

  • (i) who controls less than 20 per cent of the voting interests of the licensee, having control of 20 per cent or more but less than 30 per cent of those interests,

  • (ii) who controls less than 20 per cent of the voting interests of a person who has, directly or indirectly, effective control of the licensee, having control of 20 per cent or more but less than 30 per cent of those interests,

  • (iii) who controls less than 40 per cent of the voting interests of the licensee, having control of 40 per cent or more but less than 50 per cent of those interests but not having, directly or indirectly, effective control of the licensee, or

  • (iv) who controls less than 40 per cent of the voting interests of a person who has, directly or indirectly, effective control of the licensee, having control of 40 per cent or more but less than 50 per cent of those interests but not having, directly or indirectly, effective control of the licensee; or

• (b) a person together with an associate

  • (i) who control less than 20 per cent of the voting interests of the licensee, having control of 20 per cent or more but less than 30 per cent of those interests,

  • (ii) who control less than 20 per cent of the voting interests of a person who has, directly or indirectly, effective control of the licensee, having control of 20 per cent or more but less than 30 per cent of those interests,

  • (iii) who control less than 40 per cent of the voting interests of the licensee, having control of 40 per cent or more but less than 50 per cent of those interests but not having, directly or indirectly, effective control of the licensee, or

  • (iv) who control less than 40 per cent of the voting interests of a person who has, directly or indirectly, effective control of the licensee, having control of 40 per cent or more but less than 50 per cent of those interests but not having, directly or indirectly, effective control of the licensee.

(6) A notification referred to in subsection (5) shall set out the following information:

• (a) the name of the person or the names of the person and the associate;

• (b) the percentage of the voting interests controlled by the person or by the person and the associate; and

• (c) a copy or a complete description of the act, agreement or transaction.