Appeals

Appeal to Federal Court of Appeal

74.18 (1) An appeal may be brought in the Federal Court of Appeal from any decision or order made under this Part, or from a refusal to make an order, by the Tribunal or the Federal Court - Trial Division.

Appeal to provincial court of appeal

(2) An appeal may be brought in the court of appeal of a province from any decision or order made under this Part, or from a refusal to make an order, by a superior court of the province.

Disposition of appeal

(3) Where the Federal Court of Appeal or the court of appeal of the province allows an appeal under this section, it may quash the decision or order appealed from, refer the matter back to the court appealed from or make any decision or order that, in its opinion, that court should have made.

Appeal on question of fact

74.19 An appeal on a question of fact from a decision or order made under this Part may be brought only with the leave of the Federal Court of Appeal or the court of appeal of the province, as the case may be.

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

23. Paragraphs 77(2)(a) to (c) of the Act are replaced by the following:

    (a) impede entry into or expansion of a firm in a market,

    (b) impede introduction of a product into or expansion of sales of a product in a market, or

    (c) have any other exclusionary effect in a market,

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

24. (1) Subsection 100(1) of the Act is replaced by the following:

Interim order where no application under section 92

100. (1) The Tribunal may issue an interim order forbidding any person named in the application from doing any act or thing that it appears to the Tribunal may constitute or be directed toward the completion or implementation of a proposed merger in respect of which an application has not been made under section 92 or previously under this section, where

    (a) on application by the Commissioner, certifying that an inquiry is being made under paragraph 10(1)(b) and that, in the Commissioner's opinion, more time is required to complete the inquiry, the Tribunal finds that in the absence of an interim order a party to the proposed merger or any other person is likely to take an action that would substantially impair the ability of the Tribunal to remedy the effect of the proposed merger on competition under that section because that action would be difficult to reverse; or

    (b) the Tribunal finds, on application by the Commissioner, that there has been a contravention of section 114 in respect of the proposed merger.

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

(2) The portion of subsection 100(3) of the Act before paragraph (a) is replaced by the following:

Ex parte application

(3) Where the Tribunal is satisfied, in respect of an application for an interim order under paragraph (1)(b) , that

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

(3) Paragraph 100(4)(b) of the Act is replaced by the following:

    (b) subject to subsections (5) and (6) , shall have effect for such period of time as is specified in it .

(4) Subsections 100(5) and (6) of the Act are replaced by the following:

Duration of order: inquiry

(5) The duration of an interim order issued under paragraph (1)(a) shall not exceed thirty days.

Duration of order: failure to comply

(6) The duration of an interim order issued under paragraph (1)(b) shall not exceed

    (a) ten days after section 114 is complied with, in the case of an interim order issued on ex parte application; or

    (b) thirty days after section 114 is complied with, in any other case.

Extension of time

(7) Where the Tribunal finds, on application made by the Commissioner on forty-eight hours notice to each person to whom an interim order is directed, that the Commissioner is unable to complete an inquiry within the period specified in the order because of circumstances beyond the control of the Commissioner, the Tribunal may extend the duration of the order to a day not more than sixty days after the order takes effect.

Completion of inquiry

(8) Where an interim order is issued under paragraph (1)(a), the Commissioner shall proceed as expeditiously as possible to complete the inquiry under section 10 in respect of the proposed merger.

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

25. (1) The definition ``prescribed'' in subsection 108(1) of the English version of the Act is replaced by the following:

``prescribed''
« réglemen-
taire »

``prescribed'' means prescribed by regulations made under section 124 ;

(2) Subsection 108(1) of the French version of the Act is amended by adding the following in alphabetical order:

« règlemen-
taire »
``prescri-
bed''

« règlementaire » Prescrit par les règlements d'application de l'article 124.

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

26. Subsection 109(2) of the Act is replaced by the following:

Parties to acquisition of shares

(2) For the purposes of this Part, the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation the shares of which are to be acquired.

27. Section 110 of the Act is amended by adding the following after subsection (5):

Combination

(6) Subject to sections 111, 112 and 113, this Part applies in respect of a proposed acquisition of an interest in a combination that carries on an operating business otherwise than through a corporation

    (a) where

      (i) the aggregate value of the assets in Canada, determined as of such time and in such manner as may be prescribed, that are the subject-matter of the combination would exceed thirty-five million dollars or such greater amount as may be prescribed, or

      (ii) the gross revenues from sales in or from Canada, determined for such annual period and in such manner as may be prescribed, generated from the assets referred to in subparagraph (i) would exceed thirty-five million dollars or such greater amount as may be prescribed, and

    (b) where, as a result of the proposed acquisition of the interest, the person or persons acquiring the interest, together with their affiliates, would hold an aggregate interest in the combination that entitles the person or persons to receive more than thirty-five per cent of the profits of the combination, or more than thirty-five per cent of its assets on dissolution or, where the person or persons acquiring the interest are already so entitled, to receive more than fifty per cent of such profits or assets.

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

28. The headings before section 111 of the Act are replaced by the following:

Exemptions

Acquisition of Voting Shares, Assets or Interests

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

29. Paragraphs 111(b) and (c) of the Act are replaced by the following:

    (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;

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

30. Paragraph 113(c) of the Act is replaced by the following:

    (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

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

31. (1) Paragraph 114(1)(a) of the Act is replaced by the following:

    (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),

(2) The portion of subsection 114(1) of the Act after paragraph (c) is replaced by the following:

the parties to the proposed transaction shall, before the transaction is completed , notify the Commissioner that the transaction is proposed and supply the Commissioner with information in accordance with this Part .

(3) Subsection 114(2) of the Act is replaced by the following:

Information required

(2) The information required under subsection (1) is, at the option of the person supplying the information, prescribed short form information or prescribed long form information but, where a person provides prescribed short form information, the Commissioner or a person authorized by the Commissioner may, within fourteen days after receiving it, require the person to supply the prescribed long form information.

Corporation whose shares are acquired

(3) Where 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 short form information or prescribed long form information, as the case may be;

    (b) the corporation shall supply the Commissioner with the prescribed short form information within ten days after being notified under paragraph (a) or the prescribed long form information within twenty days after being so notified, as the case may be; and

    (c) where the corporation supplies the prescribed short form information, the Commissioner may require the corporation to supply the prescribed long form information and the corporation shall supply it within twenty days after being so required by the Commissioner.

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., c. 19 (2nd Supp.), s. 45

32. Subsections 115(1) and (2) of the Act are replaced by the following:

Prior notice of acquisitions

115. (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.

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.

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

33. Subsection 116(3) of the Act is replaced by the following:

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.

Commis-
sioner 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., c. 19 (2nd Supp.), s. 45

34. The heading before section 120 and sections 120 to 122 of the Act are repealed.

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

35. Section 123 of the Act is replaced by the following:

Time when transaction may not proceed

123. (1) A proposed transaction referred to in section 114 shall not be completed before the expiration of

    (a) fourteen days after the day on which information required under section 114 has been received by the Commissioner , where the information is prescribed short form information and the Commissioner has not, within that time, required prescribed long form information to be supplied under that section ,

    (b) except as provided in paragraph (c), forty-two days after the day on which information required under section 114 has been received by the Commissioner , where the information is prescribed long form information, or

    (c) where the proposed transaction is an acquisition of voting shares that is to be effected through the facilities of a stock exchange in Canada and the information supplied is prescribed long form information, twenty-one trading days, or such longer period of time, not exceeding forty-two days, as may be allowed by the rules of the stock exchange before shares must be taken up, after the day on which the information required under section 114 has been received by the Commissioner ,

unless the Commissioner or a person authorized by the Commissioner , before the expiration of that time, notifies the persons who are required to give notice and supply information that the Commissioner does not, at that time, intend to make an application under section 92 in respect of the proposed transaction.

Acquisition of voting shares

(2) In the case of an acquisition of voting shares to which subsection 114(3) applies, the periods of time 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 corporation whose shares are being acquired.

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

36. Section 127 of the Act is replaced by the following:

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.

References to ``Director''

37. The Act is amended by replacing the word ``Director'' with the word ``Commissioner'' in the following provisions:

    (a) subsection 7(3);

    (b) subsection 9(1);

    (c) subsections 10(1) and (2);

    (d) subsection 11(1);

    (e) subsection 12(4);

    (f) subsection 14(4);

    (g) subsections 15(1), (5), (6) and (7);

    (h) subsections 16(3), (4) and (5);

    (i) subsections 17(1) and (3);

    (j) subsections 18(1), (2) and (3);

    (k) subsections 19(3), (4) and (5);

    (l) subsection 20(1);