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

Act current to 2019-07-01 and last amended on 2015-03-09. Previous Versions

Exemptions

Acquisition of Voting Shares, Assets or Interests

Marginal note:Acquisitions

 The following classes of transactions are exempt from the application of this Part:

  • (a) an acquisition of real property or goods in the ordinary course of business if the person or persons who propose to acquire the assets would not, as a result of the acquisition, hold all or substantially all of the assets of a business or of an operating segment of a business;

  • (b) an acquisition of voting shares or of an interest in a combination solely for the purpose of underwriting the shares or the interest, within the meaning of subsection 5(2);

  • (c) an acquisition of voting shares, an interest in a combination or assets that would result from a gift, intestate succession or testamentary disposition;

  • (d) an acquisition of collateral or receivables, or an acquisition resulting from a foreclosure or default or forming part of a debt work-out, made by a creditor in or pursuant to a credit transaction entered into in good faith in the ordinary course of business;

  • (e) an acquisition of a Canadian resource property, as defined in subsection 66(15) of the Income Tax Act, pursuant to an agreement in writing that provides for the transfer of that property to the person or persons acquiring the property only if the person or persons acquiring the property incur expenses to carry out exploration or development activities with respect to the property; and

  • (f) an acquisition of equity interests in an entity under an agreement in writing that provides for the creation of those equity interests only if the person or persons acquiring them incur expenses to carry out exploration or development activities with respect to a Canadian resource property, as defined in subsection 66(15) of the Income Tax Act, in respect of which the entity has the right to carry out those activities, if the entity does not have any significant assets other than that property.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45
  • 1999, c. 2, s. 29, c. 31, s. 229
  • 2018, c. 8, s. 119

Combinations

Marginal note:Combinations that are joint ventures

 A combination is exempt from the application of this Part if

  • (a) all the persons who propose to form the combination are parties to an agreement in writing or intended to be put in writing that imposes on one or more of them an obligation to contribute assets and governs a continuing relationship between those parties;

  • (b) no change in control over any party to the combination would result from the combination; and

  • (c) the agreement referred to in paragraph (a) restricts the range of activities that may be carried on pursuant to the combination, and contains provisions that would allow for its orderly termination.

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

General

Marginal note:General exemptions

 The following classes of transactions are exempt from the application of this Part:

  • (a) a transaction all the parties to which are affiliates of each other;

  • (a.1) a transaction in respect of which the Minister of Finance has certified to the Commissioner under paragraph 94(b) that it is, or would be, in the public interest;

  • (b) a transaction in respect of which the Commissioner has issued a certificate under section 102;

  • (c) a transaction in respect of which the Commissioner or a person authorized by the Commissioner has waived the obligation under this Part to notify the Commissioner and supply information because substantially similar information was previously supplied in relation to a request for a certificate under section 102; and

  • (d) such other classes of transactions as may be prescribed.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45
  • 1991, c. 45, s. 550, c. 46, s. 594, c. 47, s. 717
  • 1999, c. 2, ss. 30, 37
  • 2001, c. 9, s. 580

Notice and Information

Marginal note:Notice of proposed transaction

  •  (1) Subject to this Part, the parties to a proposed transaction shall, before the transaction is completed, notify the Commissioner that the transaction is proposed and supply the Commissioner with the prescribed information in accordance with this Part, if

    • (a) a person, or two or more persons pursuant to an agreement or arrangement, propose to acquire assets in the circumstances set out in subsection 110(2), to acquire shares in the circumstances set out in subsection 110(3) or to acquire an interest in a combination in the circumstances set out in subsection 110(6);

    • (b) two or more entities propose to amalgamate in the circumstances set out in subsection 110(4); or

    • (c) two or more persons propose to form a combination in the circumstances set out in subsection 110(5).

  • Marginal note:Additional information

    (2) The Commissioner or a person authorized by the Commissioner may, within 30 days after receiving the prescribed information, send a notice to the person who supplied the information requiring them to supply additional information that is relevant to the Commissioner’s assessment of the proposed transaction.

  • Marginal note:Contents of notice

    (2.1) The notice shall specify the particular additional information or classes of additional information that are to be supplied.

  • Marginal note:Entity whose equity interests are acquired

    (3) If a proposed transaction is an acquisition of equity interests in an entity and the Commissioner receives prescribed information supplied under subsection (1) by a party to the transaction, other than the entity, the Commissioner shall, if he or she has not already received the prescribed information from the entity, immediately notify the entity that the Commissioner has received the prescribed information from that party and the entity shall supply the Commissioner with the prescribed information within 10 days after being so notified.

  • Marginal note:Notice and information

    (4) Any of the persons required to give notice and supply information under this section may

    • (a) if duly authorized to do so, give notice or supply information on behalf of and in lieu of any of the others who are so required in respect of the same transaction; or

    • (b) give notice or supply information jointly with any of those others.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45
  • 1999, c. 2, s. 31, c. 31, s. 53(F)
  • 2009, c. 2, s. 437
  • 2018, c. 8, s. 120
 
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