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Bill C-67

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

29. 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

30. 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 succes sion or testamentary disposition;

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

31. Paragraph 113(c) of the Act is re placed by the following:

    (c) a transaction in respect of which the Director or a person authorized by the Director has waived the obligation under this Part to notify the Director 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

32. (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 circum stances 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 Director that the transaction is proposed and supply the Director with information in accor dance with this Part .

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

Information required

(2) The information required under subsec tion (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 Direc tor or a person authorized by the Director 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 Director 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 Director shall immediately notify the corporation that the Director has re ceived from that party the prescribed short form information or prescribed long form information, as the case may be;

    (b) the corporation shall supply the Director 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 Director may require the corporation to supply the prescribed long form informa tion and the corporation shall supply it within twenty days after being so required by the Director.

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

33. 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 acquisi tion of voting shares or of an interest in a combination where a limit set out in subsec tion 110(3) or (6) would be exceeded as a result of the proposed acquisition within three years immediately following a previous com pliance 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 Director of a proposed further acquisi tion 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 Director 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

34. Subsection 116(3) of the Act is re placed by the following:

Where information previously supplied

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

Director may require information

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

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

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

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

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

Time within which transaction cannot 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 Director, where the information is prescribed short form in formation and the Director 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 Director, where the information is prescribed long form in formation, 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 informa tion, 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 Director,

unless the Director or a person authorized by the Director , before the expiration of that time, notifies the persons who are required to give notice and supply information that the Director 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 Director from the corporation whose shares are being ac quired.

TRANSITIONAL

Outstanding prohibition orders

37. An order made under section 34 of the Competition Act in respect of an offence under any of sections 52, 53 or 57 to 59 of that Act, as those sections read immediately before the coming into force of sections 12, 14 and 17 of this Act, is deemed to have been made under paragraph 74.1(1)(a) of the Competition Act, as enacted by section 23 of this Act.

Variation or rescission of orders

38. Subsection 34(2.3) of the Competition Act, as enacted by subsection 11(2) of this Act, applies in respect of orders made under section 34 of the Competition Act whether before or after the coming into force of section 11 of this Act.

CONSEQUENTIAL AMENDMENTS

Competition Tribunal Act

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

39. Subsection 8(1) of the Competition Tribunal Act is replaced by the following:

Jurisdiction

8. (1) The Tribunal has jurisdiction to hear and dispose of all applications made under Part VII.1 or VIII of the Competition Act and any related matters.

40. Subsection 9(3) of the Act is replaced by the following:

Interventions by persons affected

(3) Any person may, with leave of the Tribunal, intervene in any proceedings before the Tribunal, other than proceedings under Part VII.1 of the Competition Act, to make representations relevant to those proceedings in respect of any matter that affects that person.

41. Section 11 of the Act is replaced by the following:

Interim orders

11. (1) The Chairman of the Tribunal, sitting alone , or a judicial member designated by the Chairman, sitting alone, may hear and dispose of applications for interim orders under subsection 100(1) or 104(1) of the Competition Act and any related matters.

Civil remedies

(2) Applications for orders under Part VII.1 of the Competition Act and any related matters shall be heard and disposed of by the Chair man of the Tribunal, sitting alone, or by a judicial member designated by the Chairman, sitting alone.

COMING INTO FORCE

Coming into force

42. (1) Subject to subsection (2), this Act or any of its provisions comes into force on a day or days to be fixed by order of the Governor in Council.

Coming into force

(2) Sections 12, 14 to 17, 19, 22, 23, 37, 39, 40 and 41 come into force on a day to be fixed by order of the Governor in Council.

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