Competition Act (R.S.C., 1985, c. C-34)

Act current to 2016-11-21 and last amended on 2015-03-09. Previous Versions

Marginal note:Rescission or variation of consent agreement or order
  •  (1) The Tribunal may rescind or vary a consent agreement or an order made under this Part other than an order under section 103.3 or a consent agreement under section 106.1, on application by the Commissioner or the person who consented to the agreement, or the person against whom the order was made, if the Tribunal finds that

    • (a) the circumstances that led to the making of the agreement or order have changed and, in the circumstances that exist at the time the application is made, the agreement or order would not have been made or would have been ineffective in achieving its intended purpose; or

    • (b) the Commissioner and the person who consented to the agreement have consented to an alternative agreement or the Commissioner and the person against whom the order was made have consented to an alternative order.

  • Marginal note:Directly affected persons

    (2) A person directly affected by a consent agreement, other than a party to that agreement, may apply to the Tribunal within 60 days after the registration of the agreement to have one or more of its terms rescinded or varied. The Tribunal may grant the application if it finds that the person has established that the terms could not be the subject of an order of the Tribunal.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 37;
  • 2002, c. 16, s. 14;
  • 2009, c. 2, s. 435.
Marginal note:Consent agreement — parties to a private action
  •  (1) If a person granted leave under section 103.1 makes an application to the Tribunal for an order under section 75, 76 or 77 and the terms of the order are agreed to by the person in respect of whom the order is sought and consistent with the provisions of this Act, a consent agreement may be filed with the Tribunal for registration.

  • Marginal note:Notice to Commissioner

    (2) On filing the consent agreement with the Tribunal for registration, the parties shall serve a copy of it on the Commissioner without delay.

  • Marginal note:Publication

    (3) The consent agreement shall be published without delay in the Canada Gazette.

  • Marginal note:Registration

    (4) The consent agreement shall be registered 30 days after its publication unless a third party makes an application to the Tribunal before then to cancel the agreement or replace it with an order of the Tribunal.

  • Marginal note:Effect of registration

    (5) Upon registration, the consent agreement has the same force and effect, and proceedings may be taken, as if it were an order of the Tribunal.

  • Marginal note:Commissioner may intervene

    (6) On application by the Commissioner, the Tribunal may vary or rescind a registered consent agreement if it finds that the agreement has or is likely to have anti-competitive effects.

  • Marginal note:Notice

    (7) The Commissioner must give notice of an application under subsection (6) to the parties to the consent agreement.

  • 2002, c. 16, s. 14;
  • 2015, c. 3, s. 40.
Marginal note:Evidence

 In determining whether or not to make an order under this Part, the Tribunal shall not exclude from consideration any evidence by reason only that it might be evidence in respect of an offence under this Act or in respect of which another order could be made by the Tribunal under this Act.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45.

PART IXNotifiable Transactions

Interpretation

Marginal note:Definitions
  •  (1) In this Part,

    operating business

    entreprise en exploitation

    operating business means a business undertaking in Canada to which employees employed in connection with the undertaking ordinarily report for work; (entreprise en exploitation)

    person

    personne

    person means an individual, body corporate, unincorporated syndicate, unincorporated organization, trustee, executor, administrator or other legal representative, but does not include a bare trustee; (personne)

    prescribed

    réglementaire

    prescribed means prescribed by regulations made under section 124; (réglementaire)

    voting share

    actions comportant droit de vote

    voting share means any share that carries voting rights under all circumstances or by reason of an event that has occurred and is continuing. (actions comportant droit de vote)

  • Marginal note:Corporations controlled by Her Majesty

    (2) For the purposes of this Part, except for the purposes of section 113, one corporation is not affiliated with another corporation by reason only of the fact that both corporations are controlled by Her Majesty in right of Canada or a province, as the case may be.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 25.

Application

Marginal note:General limit relating to parties
  •  (1) This Part does not apply in respect of a proposed transaction unless the parties thereto, together with their affiliates,

    • (a) have assets in Canada that exceed four hundred million dollars in aggregate value, determined as of such time and in such manner as may be prescribed, or such greater amount as may be prescribed; or

    • (b) had gross revenues from sales in, from or into Canada, determined for such annual period and in such manner as may be prescribed, that exceed four hundred million dollars in aggregate value, or such greater amount as may be prescribed.

  • Marginal note:Parties to acquisition of shares

    (2) For the purposes of this Part, the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation the shares of which are to be acquired.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 26.
Marginal note:Application of Part
  •  (1) This Part applies only in respect of proposed transactions described in this section.

  • Marginal note:Acquisition of assets

    (2) Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of any of the assets in Canada of an operating business if the aggregate value of those assets, determined as of the time and in the manner that is prescribed, or the gross revenues from sales in or from Canada generated from those assets, determined for the annual period and in the manner that is prescribed, would exceed the amount determined under subsection (7) or (8), as the case may be.

  • Marginal note:Acquisition of shares

    (3) Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls a corporation that carries on an operating business

    • (a) if

      • (i) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are owned by the corporation or by corporations controlled by that corporation, other than assets that are shares of any of those corporations, would exceed the amount determined under subsection (7) or (8), as the case may be, or

      • (ii) the gross revenues from sales in or from Canada, determined for the annual period and in the manner that is prescribed, generated from the assets referred to in subparagraph (i) would exceed the amount determined under subsection (7) or (8), as the case may be; and

    • (b) if, as a result of the proposed acquisition of the voting shares, the person or persons acquiring the shares, together with their affiliates, would own voting shares of the corporation that in the aggregate carry more than the following percentages of the votes attached to all the corporation’s outstanding voting shares:

      • (i) 20%, if any of the corporation’s voting shares are publicly traded,

      • (ii) 35%, if none of the corporation’s voting shares are publicly traded, or

      • (iii) 50%, if the person or persons already own more than the percentage set out in subparagraph (i) or (ii), as the case may be, before the proposed acquisition.

  • Marginal note:Amalgamation

    (4) Subject to subsection (4.1) and section 113, this Part applies in respect of a proposed amalgamation of two or more corporations if one or more of those corporations carries on an operating business, or controls a corporation that carries on an operating business, where

    • (a) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that would be owned by the continuing corporation that would result from the amalgamation or by corporations controlled by the continuing corporation, other than assets that are shares of any of those corporations, would exceed the amount determined under subsection (7) or (8), as the case may be; or

    • (b) the gross revenues from sales in or from Canada, determined for the annual period and in the manner that is prescribed, generated from the assets referred to in paragraph (a) would exceed the amount determined under subsection (7) or (8), as the case may be.

  • Marginal note:General limit relating to parties to an amalgamation

    (4.1) This Part does not apply in respect of a proposed amalgamation of two or more corporations if one or more of those corporations carries on an operating business or controls a corporation that carries on an operating business, unless each of at least two of the amalgamating corporations, together with its affiliates,

    • (a) has assets in Canada, determined as of the time and in the manner that is prescribed, that exceed in aggregate value the amount determined under subsection (7) or (8), as the case may be; or

    • (b) has gross revenues from sales in, from or into Canada, determined for the annual period and in the manner that is prescribed, that exceed in aggregate value the amount determined under subsection (7) or (8), as the case may be.

  • Marginal note:Combination

    (5) Subject to sections 112 and 113, this Part applies in respect of a proposed combination of two or more persons to carry on business otherwise than through a corporation if one or more of those persons proposes to contribute to the combination assets that form all or part of an operating business carried on by those persons, or corporations controlled by those persons, and if

    • (a) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are the subject-matter of the combination would exceed the amount determined under subsection (7) or (8), as the case may be; or

    • (b) the gross revenues from sales in or from Canada, determined for the annual period and in the manner that is prescribed, generated from the assets referred to in paragraph (a) would exceed the amount determined under subsection (7) or (8), as the case may be.

  • Marginal note:Combination

    (6) Subject to sections 111, 112 and 113, this Part applies in respect of a proposed acquisition of an interest in a combination that carries on an operating business otherwise than through a corporation

    • (a) if

      • (i) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are the subject-matter of the combination would exceed the amount determined under subsection (7) or (8), as the case may be, or

      • (ii) the gross revenues from sales in or from Canada, determined for the annual period and in the manner that is prescribed, generated from the assets referred to in subparagraph (i) would exceed the amount determined under subsection (7) or (8), as the case may be; and

    • (b) if, as a result of the proposed acquisition of the interest, the person or persons acquiring the interest, together with their affiliates, would hold an aggregate interest in the combination that entitles the person or persons to receive more than 35% of the profits of the combination, or more than 35% of its assets on dissolution, or, if the person or persons acquiring the interest are already so entitled, to receive more than 50% of such profits or assets.

  • Marginal note:Amount for notification

    (7) In the year in which this subsection comes into force, the amount for the purposes of subsections (2) to (6) is $70,000,000.

  • Marginal note:Amount for notification — subsequent years

    (8) In any year following the year in which subsection (7) comes into force, the amount for the purposes of any of subsections (2) to (6) is

    • (a) any amount that is prescribed for that subsection; or

    • (b) if no amount has been prescribed for that subsection,

      • (i) the amount determined by the Minister in January of that year by rounding off to the nearest million dollars the amount arrived at by using the formula

        A × (B / C)

        where

        A 
        is the amount for the previous year,
        B 
        is the average of the Nominal Gross Domestic Products at market prices for the most recent four consecutive quarters, and
        C 
        is the average of the Nominal Gross Domestic Products at market prices for the four consecutive quarters for the comparable period in the year preceding the year used in calculating B, or
      • (ii) until the Minister has published under subsection (9) an amount for that year determined under subparagraph (i), if the Minister does so at all, the amount for that subsection for the previous year.

  • Marginal note:Publication in Canada Gazette

    (9) As soon as possible after determining the amount for any particular year, the Minister shall publish the amount in the Canada Gazette.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 27;
  • 2009, c. 2, s. 436.
 
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