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

Marginal note:Failure to comply

• 123.1 (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 or without having given the notice or information required under subsection 114(1), 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.

• Marginal note:Definition of court

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

Regulations

Marginal note:Regulations

• 124 (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.

PART XGeneral

Commissioner’s Opinions

Marginal note:Application for written opinion

• 124.1 (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.

References to Tribunal

Marginal note:Reference if parties agree

• 124.2 (1) The Commissioner and a person who is the subject of an inquiry under section 10 or 10.1 may by agreement refer to the Tribunal for determination any question of law, mixed law and fact, jurisdiction, practice or procedure, in relation to the application or interpretation of Part VII.1 or VIII, whether or not an application has been made under Part VII.1 or VIII.

• Marginal note:Reference by Commissioner

  (2) The Commissioner may, at any time, refer to the Tribunal for determination a question of law, jurisdiction, practice or procedure, in relation to the application or interpretation of Parts VII.1 to IX.

• Marginal note:Reference by agreement of parties to a private action

  (3) A person granted leave under section 103.1 and the person against whom an order is sought under section 75, 76, 77 or 79 may by agreement refer to the Tribunal for determination any question of law, or mixed law and fact, in relation to the application or interpretation of Part VIII, if the Tribunal grants them leave. They must send a notice of their application for leave to the Commissioner, who may intervene in the proceedings.

• Marginal note:Reference procedure

  (4) The Tribunal shall decide the questions referred to it informally and expeditiously, in accordance with any rules on references made under section 16 of the Competition Tribunal Act.

Agreements and Arrangements Related to Protecting the Environment

Marginal note:Certificate

• 124.3 (1) If the Commissioner is satisfied by a party or parties that propose to enter into an agreement or arrangement that it is for the purpose of protecting the environment and that it is not likely to prevent or lessen competition substantially in a market, they may issue a certificate that they are so satisfied.

• Marginal note:Duty of Commissioner

  (2) The Commissioner must consider any request for a certificate under this section as soon as practicable.

• Marginal note:Duty of party or parties

  (3) The party or parties seeking a certificate must, on request, provide to the Commissioner any information related to the agreement or arrangement.

• Marginal note:Content of certificate

  (4) The Commissioner must specify in the certificate the names of the parties to the agreement or arrangement as well as a description of the agreement or arrangement’s content.

• Marginal note:Terms

  (5) The Commissioner may specify in the certificate any terms that the Commissioner considers appropriate.

• Marginal note:Period of validity

  (6) The Commissioner must specify in the certificate its period of validity, which is not to exceed 10 years, and on request of the parties may extend that period for one or more additional periods not exceeding 10 years.

Marginal note:Registration

124.4 The Commissioner must file a certificate issued under subsection 124.3(1) with the Tribunal for immediate registration.

Marginal note:Non-application of sections 45, 46, 47, 49 and 90.1

124.5 Sections 45, 46, 47, 49 and 90.1 do not apply in respect of an agreement or arrangement that is the subject of a certificate issued under subsection 124.3(1) that is valid and registered.

Marginal note:Notice of termination

• 124.6 (1) The parties to an agreement or arrangement that is the subject of a valid certificate issued under subsection 124.3(1) must, within 15 days of the day on which they terminate the agreement or arrangement, give notice of the termination to the Commissioner and the Tribunal.

• Marginal note:Rescission of certificate

  (2) The Tribunal must, without delay after receiving the notice, rescind the certificate.

Marginal note:Rescission or variation of certificate

124.7 The Tribunal may rescind or vary a certificate issued under subsection 124.3(1) if, on application by the Commissioner, the parties to the agreement or arrangement that is the subject of the certificate or a person directly and substantially affected in the whole or part of their business by the agreement or arrangement, the Tribunal finds that

• (a) the parties have terminated the agreement or arrangement without giving notice of the termination in accordance with subsection 124.6(1);

• (b) the parties have agreed, with the Commissioner’s consent, to vary the agreement or arrangement;

• (c) the agreement or arrangement is not being implemented in accordance with the description of it in the certificate;

• (d) the parties have failed to comply with the terms specified in the certificate; or

• (e) the agreement or arrangement prevents or lessens, or is likely to prevent or lessen, competition substantially in a market.

Representations to Boards, Commissions or Other Tribunals

Marginal note:Representations to federal boards, etc.

• 125 (1) The Commissioner, at the request of any federal board, commission or other tribunal or on his own initiative, may, and on direction from the Minister shall, make representations to and call evidence before the board, commission or other tribunal in respect of competition, whenever such representations are, or evidence is, relevant to a matter before the board, commission or other tribunal, and to the factors that the board, commission or other tribunal is entitled to take into consideration in determining the matter.

• Marginal note:Definition of federal board, commission or other tribunal

  (2) For the purposes of this section, federal board, commission or other tribunal means any board, commission, tribunal or person that carries on regulatory activities and is expressly charged by or pursuant to an enactment of Parliament with the responsibility of making decisions or recommendations related directly or indirectly to the production, supply, acquisition or distribution of a product.

Marginal note:Representations to provincial boards, etc.

• 126 (1) The Commissioner, at the request of any provincial board, commission or other tribunal, or on his own initiative with the consent of the board, commission or other tribunal, may make representations to and call evidence before the board, commission or other tribunal in respect of competition, whenever such representations are, or evidence is, relevant to a matter before the board, commission or other tribunal, and to the factors that the board, commission or other tribunal is entitled to take into consideration in determining the matter.

• Marginal note:Definition of provincial board, commission or other tribunal

  (2) For the purposes of this section, provincial board, commission or other tribunal means any board, commission, tribunal or person that carries on regulatory activities and is expressly charged by or pursuant to an enactment of the legislature of a province with the responsibility of making decisions or recommendations related directly or indirectly to the production, supply, acquisition or distribution of a product.

Report to Parliament

Marginal note:Annual report

127 The Commissioner shall report annually to the Minister on the operation of the Acts referred to in subsection 7(1), and the Minister shall cause the report to be laid before each House of Parliament on any of the first fifteen days after the Minister receives the report on which that House is sitting.

Regulations

Marginal note:Regulations

• 128 (1) The Governor in Council may make such regulations as are necessary for carrying out this Act and for the efficient administration thereof.

• 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.