Notifiable Transactions Regulations (SOR/87-348)

Regulations are current to 2014-12-08 and last amended on 2010-02-02. Previous Versions

Notifiable Transactions Regulations

SOR/87-348

COMPETITION ACT

Registration 1987-06-16

Regulations Respecting Notifiable Transactions Pursuant to Part VIII of the Competition Act

P.C. 1987-1185 1987-06-11

Whereas, pursuant to sections 81Footnote * and 82Footnote * and subsection 96(2)Footnote * of the Competition ActFootnote **, a copy of the proposed Regulations respecting notifiable transactions pursuant to Part VIII of the Competition Act substantially in the form annexed hereto, was published in the Canada Gazette Part 1 on March 14, 1987, and a reasonable opportunity was thereby afforded to interested persons to make representations to the Minister of Consumer and Corporate Affairs with respect thereto.

Therefore, Her Excellency the Governor General in Council, on the recommendation of the Minister of Consumer and Corporate Affairs, pursuant to sections 81Footnote * and 82Footnote * and subsection 96(1)Footnote * of Competition ActFootnote **, is pleased hereby to make the annexed Regulations respecting notifiable transactions pursuant to Part VIII of the Competition Act, effective July 15, 1987.

SHORT TITLE

 These Regulations may be cited as the Notifiable Transactions Regulations.

INTERPRETATION

 In these Regulations,

“Act”

“Act” means the Competition Act; (Loi)

“asset securitization transaction”

“asset securitization transaction” means a transaction or series of related transactions entered into where

  • (a) for the purpose of obtaining funds or credit or for related financial purposes, a person, directly or indirectly, sells, assigns, transfers, leases or otherwise disposes of financial assets to a person or persons or a trust or trusts who acquire an undivided co-ownership interest or interests in the financial assets or whose business consists solely or primarily of acquiring, holding or creating interests in, creating securities or debt backed or secured by, or otherwise dealing in, financial assets, and

  • (b) after their disposal, the financial assets will be administered, serviced and operated by

    • (i) the person disposing of the financial assets or an affiliate of that person,

    • (ii) a person that is an agent of or a trustee for all persons that own securities or debt backed or secured by, or representing an interest in, the financial assets unless there is a person that, together with that person’s affiliates, owns, directly or indirectly, or exercises control or direction over more than 10 per cent of the securities or debt backed or secured by, or representing an interest in, the financial assets, or

    • (iii) any other person or trust other than,

      • (A) a person or persons or trust or trusts that acquire any interest in the financial assets unless the interest is held by way of security only or is limited to an undivided co-ownership interest or interests that, in aggregate, are not more than 10 per cent of all the interests,

      • (B) an affiliate of a person described in clause (A),

      • (C) a person that, together with that person’s affiliates, owns, directly or indirectly, or exercises control or direction over more than 10 per cent of the securities or debt backed or secured by, or representing an interest in, the financial assets,

      • (D) a person that owns, directly or indirectly,

        • (I) securities carrying more than 10 per cent of the voting rights attached to all voting securities for the time being outstanding of a person described in clause (C), or

        • (II) more than 10 per cent of the equity securities for the time being outstanding of a person described in clause (C), or

      • (E) a corporation of which a person described in clause (C) owns, directly or indirectly,

        • (I) securities carrying more than 10 per cent of the voting rights attached to all voting securities of the corporation for the time being outstanding, or

        • (II) more than 10 per cent of the equity securities of the corporation for the time being outstanding; (transaction de titralisation d’éléments d’actif)

“audited financial statements”

“audited financial statements” means financial statements in respect of which a report has been prepared by an external professional auditor accredited for that purpose who is a member in good standing of any corporation, association or institute of professional accountants; (états financiers vérifiés)

“equity security”

“equity security” means any security that carries a residual right to participate in the earnings of the issuer of the security and, upon the liquidation and winding up of the issuer, in the issuer’s assets; (Titres de toute nature)

“financial asset”

“financial asset” means any interest, including any related security or collateral, in any

  • (a) debt, receivable, account, claim or other right to payment,

  • (b) contract or obligation that generates or secures any thing referred to in paragraph (a), and

  • (c) security (other than a voting share of a corporation or an interest in a combination) backed or secured by, or representing an interest in, a thing referred to in paragraph (a) or (b) or in both paragraphs (a) and (b); (actif financier)

“reference date”

“reference date” means

  • (a) where the Commissioner is notified of a proposed transaction pursuant to section 114 of the Act, the date on which the Commissioner receives the notification; and

  • (b) where the notification referred to in paragraph (a) is not given to the Commissioner,

    • (i) in the case of a proposed transaction referred to in subsection 110(4) of the Act, the thirtieth day preceding the day on which articles of amalgamation in respect of the proposed transaction are filed with the appropriate governmental or regulatory authority, and

    • (ii) in the case of a proposed transaction referred to in subsection 110(2), (3), (5) or (6) of the Act, the thirtieth day preceding the day on which beneficial ownership of property forming any part of the subject-matter of the transaction is to be conveyed, assigned or otherwise transferred; (date de référence)

“senior officer”

“senior officer”[Repealed, SOR/2010-22, s. 1]

“voting security”

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

  • SOR/2000-8, s. 1;
  • SOR/2010-22, s. 1.