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

Act current to 2017-11-20 and last amended on 2017-09-21. 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 voting shares of a corporation pursuant to an agreement in writing that provides for the issuance of those shares 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 corporation has the right to carry out those activities where the corporation 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.

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 corporations 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:Corporation whose shares are acquired

    (3) If a proposed transaction is an acquisition of shares and the Commissioner receives information supplied under subsection (1) by a party to the transaction, other than the corporation whose shares are being acquired, before receiving such information from the corporation,

    • (a) the Commissioner shall immediately notify the corporation that the Commissioner has received from that party the prescribed information; and

    • (b) the corporation shall supply the Commissioner with the prescribed information within 10 days after being notified under paragraph (a).

  • 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.
Marginal note:Prior notice of acquisitions
  •  (1) It is not necessary to comply with section 114 in respect of a proposed acquisition of voting shares or of an interest in a combination where a limit set out in subsection 110(3) or (6) would be exceeded as a result of the proposed acquisition within three years immediately following a previous compliance with section 114 required in relation to the same limit.

  • Marginal note:Notice of future acquisition

    (2) Where a person or persons who propose to acquire voting shares or an interest in a combination are required to comply with section 114 because the twenty or thirty-five per cent limit set out in subsection 110(3) or the thirty-five per cent limit set out in subsection 110(6) would be exceeded as a result of the acquisition, the person or persons may, at the time of the compliance, give notice to the Commissioner of a proposed further acquisition of voting shares or of an interest in a combination that would result in a fifty per cent limit set out in that subsection being exceeded, and supply the Commissioner with a detailed description in writing of the steps to be carried out in the further acquisition.

  • Marginal note:Exemption for further acquisitions of voting shares

    (3) It is not necessary to comply with section 114 in respect of a proposed further acquisition referred to in subsection (2) if

    • (a) notice of the further acquisition is given to the Commissioner under subsection (2) and it is carried out in accordance with the description supplied under that subsection; and

    • (b) an additional notice of the further acquisition is given to the Commissioner in writing within twenty-one, and at least seven, days before the further acquisition.

  • Marginal note:Limitation

    (4) Subsection (3) does not apply in respect of a further acquisition unless the further acquisition is completed within one year after notice of it is given under subsection (2).

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, ss. 32, 37.
Marginal note:Where information cannot be supplied
  •  (1) If any of the information required under section 114 is not known or reasonably obtainable, or cannot be supplied because of the privilege that exists in respect of lawyers and notaries and their clients or because of a confidentiality requirement established by law, the person who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and the reason why it has not been supplied.

  • Marginal note:Where information not relevant

    (2) If any of the information required under section 114 could not, on any reasonable basis, be considered to be relevant to an assessment by the Commissioner as to whether the proposed transaction would or would be likely to prevent or lessen competition substantially, the person who is supplying the information may, in lieu of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and why the information was not considered relevant.

  • Marginal note:Where information previously supplied

    (2.1) If any of the information required under section 114 has previously been supplied to the Commissioner, the person who is supplying the information may, in lieu of supplying it, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has previously been supplied and when it was supplied.

  • Marginal note:Commissioner may require information

    (3) Where a person chooses not to supply the Commissioner with information required under section 114 and so informs the Commissioner in accordance with subsection (2) or (2.1) and the Commissioner or a person authorized by the Commissioner notifies that person, within seven days after the Commissioner is so informed, that the information is required, the person shall supply the Commissioner with the information.

  • R.S., 1985, c. 19 (2nd Supp.), s. 45;
  • 1999, c. 2, ss. 33, 37;
  • 2009, c. 2, s. 438.
 
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