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

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Act current to 2019-01-30 and last amended on 2019-01-15. Previous Versions

PART IXNotifiable Transactions (continued)

Notice and Information (continued)

Marginal note:Saving

  •  (1) Nothing in section 114 requires

    • (a) any individual who is a director of a corporation to supply information that is known to that individual by virtue only of their position as a director of an affiliate of the corporation that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the corporation; or

    • (b) any individual who, in respect of an entity other than a corporation, serves in a capacity similar to that of a director to supply information that is known to that individual by virtue only of their serving in that capacity with respect to an affiliate of the entity that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the entity.

  • Marginal note:Wholly-owned affiliate

    (2) For the purposes of subsection (1), one corporation is the wholly-owned affiliate of another corporation if all its outstanding voting shares, other than shares necessary to qualify persons as directors, are beneficially owned by that other corporation directly, or indirectly through one or more affiliates where all the outstanding voting shares of the affiliates, other than shares necessary to qualify persons as directors, are beneficially owned by that other corporation or each other.

  • Marginal note:Wholly-owning affiliate

    (3) For the purposes of subsection (1), one corporation is the wholly-owning affiliate of another corporation if it beneficially owns all the outstanding voting shares of that other corporation, other than shares necessary to qualify persons as directors, directly, or indirectly through one or more affiliates where all the outstanding voting shares of the affiliates, other than shares necessary to qualify persons as directors, are beneficially owned by the corporation or each other.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 2018, c. 8, s. 122.

Marginal note:Information to be certified

 The information supplied to the Commissioner under section 114 shall be certified on oath or solemn affirmation as having been examined by one of the following individuals and as being, to the best of that individual’s knowledge and belief, correct and complete in all material respects:

  • (a) in the case of a corporation supplying the information, by an officer of the corporation or other person duly authorized by the board of directors or other governing body of the corporation;

  • (b) in the case of an entity other than a corporation supplying the information, by an individual who serves in a capacity similar to that of an officer of a corporation or other individual duly authorized by the governing body of that entity;

  • (c) in the case of an individual supplying the information, by that individual.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 37;
  • 2018, c. 8, s. 123.

Marginal note:Where transaction not completed

 Where notice is given and information supplied in respect of a proposed transaction under section 114 but the transaction is not completed within one year thereafter or such longer period as the Commissioner may specify in any particular case, section 114 applies as if no notice were given or information supplied.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 37.

 [Repealed, 1999, c. 2, s. 34]

Completion of Proposed Transactions

Marginal note:Time when transaction may not proceed

  •  (1) A proposed transaction referred to in section 114 shall not be completed before the end of

    • (a) 30 days after the day on which information required under subsection 114(1) has been received by the Commissioner, if the Commissioner has not, within that time, required additional information to be supplied under subsection 114(2); or

    • (b) 30 days after the day on which the information required under subsection 114(2) has been received by the Commissioner, if the Commissioner has within the 30-day period referred to in paragraph (a) required additional information to be supplied under subsection 114(2).

  • Marginal note:Waiving of waiting period

    (2) A proposed transaction referred to in section 114 may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner or a person authorized by the Commissioner notifies the parties to the transaction that the Commissioner does not, at that time, intend to make an application under section 92 in respect of that proposed transaction.

  • Marginal note:Acquisition of equity interests

    (3) In the case of an acquisition of equity interests to which subsection 114(3) applies, the periods referred to in subsection (1) shall be determined without reference to the day on which the information required under section 114 is received by the Commissioner from the entity whose equity interests are being acquired.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, s. 35;
  • 2009, c. 2, s. 439;
  • 2018, c. 8, s. 124.

Marginal note:Failure to comply

  •  (1) If, on application by the Commissioner, the court determines that a person, without good and sufficient cause, the proof of which lies on the person, has completed or is likely to complete a proposed transaction before the end of the applicable period referred to in section 123, the court may

    • (a) order the person to submit information required under subsection 114(2);

    • (b) issue an interim order prohibiting any person from doing anything that it appears to the court may constitute or be directed toward the completion or implementation of the proposed transaction;

    • (c) in the case of a completed transaction, order any party to the transaction or any other person, in any manner that the court directs, to dissolve the merger or to dispose of assets or shares designated by the court;

    • (d) in the case of a completed transaction, order the person to pay, in any manner that the court specifies, an administrative monetary penalty in an amount not exceeding $10,000 for each day on which they have failed to comply with section 123, determined by the court after taking into account any evidence of the following:

      • (i) the person’s financial position,

      • (ii) the person’s history of compliance with this Act,

      • (iii) the duration of the period of non-compliance, and

      • (iv) any other relevant factor; or

    • (e) grant any other relief that the court considers appropriate.

  • Marginal note:Purpose of order

    (2) The terms of an order under paragraph (1)(d) shall be determined with a view to promoting conduct by the person that is in conformity with the purposes of this Part and not with a view to punishment.

  • Marginal note:Unpaid monetary penalty

    (3) The amount of an administrative monetary penalty imposed under paragraph (1)(d) is a debt due to Her Majesty in right of Canada and may be recovered as such from the person in a court of competent jurisdiction.

  • Definition of court

    (4) In this section, court means the Tribunal, the Federal Court or the superior court of a province.

  • 2009, c. 2, s. 439.

Regulations

Marginal note:Regulations

  •  (1) The Governor in Council may make regulations prescribing anything that is by this Part to be prescribed.

  • Marginal note:Publication of proposed regulations

    (2) Subject to subsection (3), a copy of each regulation that the Governor in Council proposes to make under subsection (1) shall be published in the Canada Gazette at least sixty days before the proposed effective date thereof and a reasonable opportunity shall be afforded to interested persons to make representations with respect thereto.

  • Marginal note:Exception

    (3) No proposed regulation need be published under subsection (2) if it has previously been published pursuant to that subsection, whether or not it has been amended as a result of representations made pursuant to that subsection.

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

PART XGeneral

Commissioner’s Opinions

Marginal note:Application for written opinion

  •  (1) Any person may apply to the Commissioner, with supporting information, for an opinion on the applicability of any provision of this Act or the regulations to conduct or a practice that the applicant proposes to engage in, and the Commissioner may provide a written opinion for the applicant’s guidance.

  • Marginal note:Opinion binding

    (2) If all the material facts have been submitted by or on behalf of an applicant for an opinion and they are accurate, a written opinion provided under this section is binding on the Commissioner. It remains binding for so long as the material facts on which the opinion was based remain substantially unchanged and the conduct or practice is carried out substantially as proposed.

  • 2002, c. 16, s. 15.
 
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