Definitions
Audited Financial Statements When audited financials for the most recently completed fiscal year are not available, calculations are based on amounts stated in the relevant entity's books, in accordance with accounting principles that are generally accepted for the type of business carried on by that person. (A specific accounting standard – e.g., GAAP, IFRS – is not mandated.) Affiliate “Affiliate” has the following meaning for the purposes of the Act: – One entity is affiliated with another entity if (i) one of them is a subsidiary of the other, (ii) both are subsidiaries of the same entity, or (iii) each of them is controlled by the same entity or individual. – If two entities are affiliated with the same entity at the same time, they are deemed to be affiliates of each other. – A n individual is affiliated with an entity if the individual controls the entity. – A n entity is a subsidiary of another entity if it is controlled by that other entity. – A corporation is controlled by an entity or an individual if securities of the corporation to which are attached more than 50% of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, other than by way of security only, by or for the benefit of that entity or individual, and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation.
– A n entity other than a corporation is controlled by an entity or individual if the entity or individual, directly or indirectly, whether through one or more subsidiaries or otherwise, holds an interest in the non-corporate entity that entitles the holder(s) to receive more than 50% of the profits of that entity or more than 50% of its assets on dissolution. Assets in Canada The Notifiable Transactions Regulations set out the procedure for calculating the aggregate value of assets and gross revenues from sales for purposes of the party- and transaction-size thresholds. The asset assessment for both the party- and transaction-size thresholds is based (in part) on assets located in Canada. Adjustments may be required depending on the particular circumstances. For example, parties may deduct – in certain circumstances, amounts that represent duplication arising from transactions between affiliates; – a ny amount that represents duplication arising from an ownership interest (including minority interests) of one person in another person; and – a ny amount provided for depreciation or diminution of value (as reflected in the financial statements for the most recently completed fiscal year). Subsequent transactions or events may also affect relevant asset values – for example: – w ritedowns or re-evaluations for financial reporting purposes of the value of any assets; – d ispositions, acquisitions or reorganizations that are likely to have a material effect on the aggregate value of assets; and – a greements or other events that are likely to have a material effect on the aggregate value of assets.
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