Bill C-20

If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.

PDF

	SUMMARY
	This enactment modernizes the Competition Act to respond to a changing business and enforcement environment, by increasing flexibility in the administration of the Act and efficiency in its enforcement. The enactment
	(a) enacts new provisions to strengthen the enforcement action that can be taken against deceptive telemarketing solicitations;
	(b) creates a non-criminal adjudicative mechanism with an im proved range of remedies to deal with misleading advertising and deceptive marketing practices;
	(c) revises the treatment of claims made about regular selling prices to provide greater flexibility and clarity;
	(d) permits judicial authorization for interceptions of private communications in relation to conspiracy, bid-rigging and deceptive telemarketing;
	(e) modifies the administration of the merger notification process;
	(f) broadens the authority for the making of prohibitive orders to include prescriptive terms, as a means of promoting compliance and avoiding prosecution for less serious infractions; and
	(g) formalizes existing responsibilities in relation to the administra tion and enforcement of certain labelling statutes.
	EXPLANATORY NOTES
	Competition Act
	Clause 1: (1) The definition ``Director'' in subsection 2(1) reads as follows:
	``Director'' means the Director of Investigation and Research ap pointed under subsection 7(1);
	(2) New.
	(3) The relevant portion of subsection 2(4) reads as follows:
	(4) For the purposes of this Act,
	Clause 2: The relevant portion of subsection 5(2) reads as follows:
	(2) For the purposes of this section, ``underwriting'' of a security means the primary or secondary distribution of the security, in respect of which distribution
	(a) a prospectus is required to be filed, accepted or otherwise approved under or pursuant to a law enacted in Canada for the supervision or regulation of trade in securities; or
	Clause 3: The headings before section 7 read as follows:
	PART II
	INVESTIGATION AND RESEARCH
	Clause 4: Subsections 7(1) and (2) read as follows:
	7. (1) The Governor in Council may appoint an officer to be known as the Director of Investigation and Research.
	(2) The Director shall, before entering on his duties, take and subscribe, before the Clerk of the Privy Council, an oath or solemn affirmation, which shall be filed in the office of the Clerk, in the following form:
	I do solemnly swear (or affirm) that I will faithfully, truly and impartial ly, and to the best of my judgment, skill and ability, execute the powers and trusts reposed in me as Director of Investigation and Research. (In the case where an oath is taken add ''So help me God''.)
	Clause 5: Section 8 reads as follows:
	8. (1) One or more persons may be appointed Deputy Directors of Investigation and Research, in the manner authorized by law.
	(2) The Governor in Council may authorize a Deputy Director to exercise the powers and perform the duties of the Director whenever the Director is absent or unable to act or whenever there is a vacancy in the office of Director.
	(3) The Governor in Council may authorize any person to exercise the powers and perform the duties of the Director whenever the Director and the Deputy Directors are absent or unable to act or, if one or more of those offices are vacant, whenever the holders of the other of those offices are absent or unable to act.
	(4) The Director may authorize a Deputy Director to make inquiry regarding any matter into which the Director has power to inquire, and when so authorized a Deputy Director shall perform the duties and may exercise the powers of the Director in respect of that matter.
	(5) The exercise, pursuant to this Act, of any of the powers or the performance of any of the duties of the Director by a Deputy Director or other person does not in any way limit, restrict or qualify the powers or duties of the Director, either generally or with respect to any particular matter.
	Clause 6: (1) The relevant portion of subsection 9(1) reads as follows:
	9. (1) Any six persons resident in Canada who are not less than eighteen years of age and who are of the opinion that
	(a) a person has contravened or failed to comply with an order made pursuant to section 32, 33 or 34, or Part VIII,
	(b) grounds exist for the making of an order under Part VIII, or
	. . .
	may apply to the Director for an inquiry into the matter.
	(2) The relevant portion of subsection 9(2) reads as follows:
	(2) An application made under subsection (1) shall be accompanied by a statement in the form of a solemn or statutory declaration showing
	...
	(b) the nature of
	(i) the alleged contravention or failure to comply,
	Clause 7: The relevant portion of subsection 10(1) reads as follows:
	10. (1) The Director shall
	. . .
	(b) whenever he believes on reasonable grounds that
	(i) a person has contravened or failed to comply with an order made pursuant to section 32, 33 or 34, or Part VIII,
	(ii) grounds exist for the making of an order under Part VIII, or
	. . .
	cause an inquiry to be made into all such matters as he considers neces sary to inquire into with the view of determining the facts.
	Clause 8: The relevant portion of subsection 15(1) reads as follows:
	15. (1) Where, on the ex parte application of the Director or the authorized representative of the Director, a judge of a superior or county court or of the Federal Court is satisfied by information on oath or solemn affirmation
	(a) that there are reasonable grounds to believe that
	(i) a person has contravened or failed to comply with an order made pursuant to section 32, 33 or 34, or Part VIII,
	(ii) grounds exist for the making of an order under Part VIII, or
	. . .
	the judge may issue a warrant under his hand authorizing the Director or any other person named in the warrant to
	(c) enter the premises, subject to such conditions as may be specified in the warrant, and
	(d) search the premises for any such record or other thing and copy it or seize it for examination or copying.
	Clause 9: The headings before section 25 read as follows:
	PART III
	ADMINISTRATION
	Clause 10: (1) Subsection 33(1.1) is new. Subsection 33(1) reads as follows:
	33. (1) Where it appears to a court, on an application by or on behalf of the Attorney General of Canada or the attorney general of a province,
	(a) that a person named in the application has done, is about to do or is likely to do any act or thing constituting or directed toward the commission of an offence under Part VI or section 74, and
	(b) that if the offence is committed or continued
	(i) injury to competition that cannot adequately be remedied under any other provision of this Act will result, or
	(ii) a person is likely to suffer, from the commission of the offence, damage for which he cannot adequately be compensated under any other provision of this Act and that will be substantially greater than any damage that a person named in the application is likely to suffer from an injunction issued under this subsection in the event that it is subsequently found that an offence under Part VI or section 74 has not been committed, was not about to be committed and was not likely to be committed,
	the court may, by order, issue an interim injunction forbidding any per son named in the application from doing any act or thing that it appears to the court may constitute or be directed toward the commission of an offence, pending the commencement or completion of a proceeding un der subsection 34(2) or a prosecution against the person.
	(2) Subsection 33(7) reads as follows:
	(7) A court may punish any person who contravenes or fails to comply with an injunction issued by it under subsection (1) by a fine in the discretion of the court or by imprisonment for a term not exceeding two years.
	Clause 11: (1) Subsection 34(1) reads as follows:
	34. (1) Where a person has been convicted of an offence under Part VI,
	(a) the court may at the time of the conviction, on the application of the Attorney General of Canada or the attorney general of the province, or
	(b) a superior court of criminal jurisdiction in the province may at any time within three years thereafter, on proceedings commenced by information of the Attorney General of Canada or the attorney general of the province for the purposes of this section,
	and in addition to any other penalty imposed on the person convicted, prohibit the continuation or repetition of the offence or the doing of any act or thing by the person convicted or any other person directed toward the continuation or repetition of the offence.
	(2) New.
	(3) Subsections 34(3) and (3.1) read as follows:
	(3) The Attorney General of Canada or the attorney general of the province or any person against whom an order of prohibition or dissolution is made may appeal against the order or a refusal to make an order or the quashing of an order
	(a) from a superior court of criminal jurisdiction in the province to the court of appeal of the province, or
	(b) from the Federal Court - Trial Division to the Federal Court of Appeal,
	as the case may be, on any ground that involves a question of law or, if leave to appeal is granted by the court appealed to within twenty-one days after the judgment appealed from is pronounced or within such ex tended time as the court appealed to or a judge thereof for special rea sons allows, on any ground that appears to that court to be a sufficient ground of appeal.
	(3.1) The Attorney General of Canada or the attorney general of the province or any person against whom an order of prohibition or dissolution is made may appeal against the order or a refusal to make an order or the quashing of an order from the court of appeal of the province or the Federal Court of Appeal, as the case may be, to the Supreme Court of Canada on any ground that involves a question of law or, if leave to appeal is granted by the Supreme Court, on any ground that appears to that Court to be a sufficient ground of appeal.
	(4) Subsection 34(6) reads as follows:
	(6) A court may punish any person who contravenes or fails to comply with a prohibition or direction made or given by it under this section by a fine in the discretion of the court or by imprisonment for a term not exceeding two years.
	Clause 12: (1) Subsections 52(1.1) and (2.1) are new. Subsections 52(1) and (2) read as follows:
	52. (1) No person shall, for the purpose of promoting, directly or indirectly, the supply or use of a product or for the purpose of promoting, directly or indirectly, any business interest, by any means whatever,
	(a) make a representation to the public that is false or misleading in a material respect;
	(b) make a representation to the public in the form of a statement, warranty or guarantee of the performance, efficacy or length of life of a product that is not based on an adequate and proper test thereof, the proof of which lies on the person making the representation;
	(c) make a representation to the public in a form that purports to be
	(i) a warranty or guarantee of a product, or
	(ii) a promise to replace, maintain or repair an article or any part thereof or to repeat or continue a service until it has achieved a specified result
	if the form of purported warranty or guarantee or promise is materially misleading or if there is no reasonable prospect that it will be carried out; or
	(d) make a materially misleading representation to the public concerning the price at which a product or like products have been, are or will be ordinarily sold, and for the purposes of this paragraph a representation as to price is deemed to refer to the price at which the product has been sold by sellers generally in the relevant market unless it is clearly specified to be the price at which the product has been sold by the person by whom or on whose behalf the representation is made.
	(2) For the purposes of this section and section 53, a representation that is
	(a) expressed on an article offered or displayed for sale, its wrapper or container,
	(b) expressed on anything attached to, inserted in or accompanying an article offered or displayed for sale, its wrapper or container, or anything on which the article is mounted for display or sale,
	(c) expressed on an in-store or other point-of-purchase display,
	(d) made in the course of in-store, door-to-door or telephone selling to a person as ultimate user, or
	(e) contained in or on anything that is sold, sent, delivered, transmitted or in any other manner whatever made available to a member of the public,
	shall be deemed to be made to the public by and only by the person who caused the representation to be so expressed, made or contained and, where that person is outside Canada, by
	(f) the person who imported the article into Canada, in a case described in paragraph (a), (b) or (e), and
	(g) the person who imported the display into Canada, in a case described in paragraph (c).
	(2) Subsections 52(3) and (4) read as follows:
	(3) Subject to subsection (2), every one who, for the purpose of promoting, directly or indirectly, the supply or use of a product or any business interest, supplies to a wholesaler, retailer or other distributor of a product any material or thing that contains a representation of a nature referred to in subsection (1) shall be deemed to have made that representation to the public.
	(4) In any prosecution for a contravention of this section, the general impression conveyed by a representation as well as the literal meaning thereof shall be taken into account in determining whether or not the representation is false or misleading in a material respect.
	(3) The relevant portion of subsection 52(5) reads as follows:
	(5) Any person who contravenes subsection (1) is guilty of an offence and liable
	. . .
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	(4) New.
	Clause 13: New.
	Clause 14: Sections 53 and 54 read as follows:
	53. (1) No person shall, for the purpose of promoting, directly or indirectly, the supply or use of any product, or for the purpose of promoting, directly or indirectly, any business interest,
	(a) make a representation to the public that a test as to the performance, efficacy or length of life of the product has been made by any person, or
	(b) publish a testimonial with respect to the product,
	unless he can establish that
	(c) the representation or testimonial was previously made or published by the person by whom the test was made or the testimonial was given, as the case may be, or
	(d) the representation or testimonial was, before being made or published, approved and permission to make or publish it was given in writing by the person by whom the test was made or the testimonial was given, as the case may be,
	and the representation or testimonial accords with the representation or testimonial previously made, published or approved.
	(2) Any person who contravenes subsection (1) is guilty of an offence and liable
	(a) on conviction on indictment, to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both; or
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	54. (1) No person shall supply a product at a price that exceeds the lowest of two or more prices clearly expressed by him or on his behalf, in respect of the product in the quantity in which it is so supplied and at the time at which it is so supplied,
	(a) on the product, its wrapper or container;
	(b) on anything attached to, inserted in or accompanying the product, its wrapper or container or anything on which the product is mounted for display or sale; or
	(c) on an in-store or other point-of-purchase display or advertise ment.
	(2) Any person who contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding ten thousand dollars or to imprisonment for a term not exceeding one year or to both.
	Clause 15: The relevant portion of subsection 55(3) reads as follows:
	(3) Any person who contravenes subsection (2) or (2.1) is guilty of an offence and liable
	. . .
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	Clause 16: The relevant portion of subsection 55.1(3) reads as follows:
	(3) Any person who contravenes subsection (2) is guilty of an offence and liable
	. . .
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	Clause 17: Sections 56 to 60 read as follows:
	56. (1) For the purposes of this section, ``scheme of referral selling'' means a scheme for the sale or lease of a product whereby one person induces another person (the ``second'' person) to purchase or lease a product and represents that the second person will or may receive a rebate, commission or other benefit based in whole or in part on sales or leases of the same or another product made, other than by the second person, to other persons whose names are supplied by the second person.
	(2) No person shall induce or invite another person to participate in a scheme of referral selling.
	(3) Any person who contravenes subsection (2) is guilty of an offence and liable
	(a) on conviction on indictment, to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both; or
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	(4) This section does not apply in respect of a scheme of referral selling that is licensed or otherwise permitted by or pursuant to an Act of the legislature of a province.
	57. (1) For the purposes of this section, ``bargain price'' means
	(a) a price that is represented in an advertisement to be a bargain price by reference to an ordinary price or otherwise; or
	(b) a price that a person who reads, hears or sees the advertisement would reasonably understand to be a bargain price by reason of the prices at which the product advertised or like products are ordinarily sold.
	(2) No person shall advertise at a bargain price a product that he does not supply in reasonable quantities having regard to the nature of the market in which he carries on business, the nature and size of the business carried on by him and the nature of the advertisement.
	(3) Subsection (2) does not apply to a person who establishes that
	(a) he took reasonable steps to obtain in adequate time a quantity of the product that would have been reasonable having regard to the nature of the advertisement, but was unable to obtain such a quantity by reason of events beyond his control that he could not reasonably have anticipated;
	(b) he obtained a quantity of the product that was reasonable having regard to the nature of the advertisement, but was unable to meet the demand therefor because that demand surpassed his reasonable expectations; or
	(c) after he became unable to supply the product in accordance with the advertisement, he undertook to supply the same product or an equivalent product of equal or better quality at the bargain price and within a reasonable time to all persons who requested the product and who were not supplied therewith during the time when the bargain price applied and that he fulfilled the undertaking.
	(4) Any person who contravenes subsection (2) is guilty of an offence and liable on summary conviction to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	58. (1) No person who advertises a product for sale or rent in a market shall, during the period and in the market to which the advertisement relates, supply the product at a price that is higher than the price advertised.
	(2) Any person who contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	(3) This section does not apply
	(a) in respect of an advertisement that appears in a catalogue in which it is prominently stated that the prices contained therein are subject to error if the person establishes that the price advertised is in error;
	(b) in respect of an advertisement that is immediately followed by another advertisement correcting the price mentioned in the first advertisement;
	(c) in respect of the sale of a security obtained on the open market during a period when the prospectus relating to that security is still current; or
	(d) in respect of the sale of a product by or on behalf of a person who is not engaged in the business of dealing in that product.
	(4) For the purpose of this section, the market to which an advertisement relates shall be deemed to be the market to which the advertisement could reasonably be expected to reach, unless the advertisement defines the market more narrowly by reference to a geographical area, store, department of a store, sale by catalogue or otherwise.
	59. (1) No person shall, for the purpose of promoting, directly or indirectly, the sale of a product, or for the purpose of promoting, directly or indirectly, any business interest, conduct any contest, lottery, game of chance or skill, or mixed chance and skill, or otherwise dispose of any product or other benefit by any mode of chance, skill or mixed chance and skill whatever unless the contest, lottery, game or disposal would be lawful except for this section and unless
	(a) there is adequate and fair disclosure of the number and approximate value of the prizes, of the area or areas to which they relate and of any fact within the knowledge of the advertiser that affects materially the chances of winning;
	(b) distribution of the prizes is not unduly delayed; and
	(c) selection of participants or distribution of prizes is made on the basis of skill or on a random basis in any area to which prizes have been allocated.
	(2) Any person who contravenes subsection (1) is guilty of an offence and liable
	(a) on conviction on indictment, to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both; or
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	60. (1) Sections 52 to 59 do not apply to a person who prints or publishes or otherwise distributes a representation or an advertisement on behalf of another person in Canada, where he establishes that he obtained and recorded the name and address of that other person and that he accepted the representation or advertisement in good faith for printing, publishing or other distribution in the ordinary course of his business.
	(2) No person shall be convicted of an offence under section 52 or 53, if he establishes that
	(a) the act or omission giving rise to the offence with which he is charged was the result of error;
	(b) he took reasonable precautions and exercised due diligence to prevent the occurrence of the error;
	(c) he, or another person, took reasonable measures to bring the error to the attention of the class of persons likely to have been reached by the representation or testimonial; and
	(d) the measures referred to in paragraph (c), except where the representation or testimonial related to a security, were taken forthwith after the representation was made or the testimonial was published.
	(3) Subsection (2) does not apply in respect of a person who, in Canada, on behalf of a person outside Canada, makes a representation to the public or publishes a testimonial.
	Clause 18: Subsections 65(1) and (2) read as follows:
	65. (1) Every person who contravenes subsection 15(5) or 16(2) is guilty of an offence and liable on summary conviction or on conviction on indictment to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding two years or to both.
	(2) Every person who, without good and sufficient cause, the proof of which lies on the person, fails to comply with an order made under section 11 or with section 114 or 123 is guilty of an offence and liable on summary conviction or on conviction on indictment to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding two years or to both.
	Clause 19: New.
	Clause 20: The relevant portion of section 68 reads as follows:
	68. Notwithstanding any other Act, a prosecution for an offence under Part VI or section 74 may be brought, in addition to any place in which the prosecution may be brought by virtue of the Criminal Code.
	Clause 21: Section 73 reads as follows:
	73. (1) Subject to this section, the Attorney General of Canada may institute and conduct any prosecution or other proceedings under section 34, any of sections 45 to 51 and section 61 or, where the proceedings are on indictment, under section 52, 53, 55, 56, 59 or 74, in the Federal Court - Trial Division, and for the purposes of the prosecution or other proceedings, the Federal Court - Trial Division has all the powers and jurisdiction of a superior court of criminal jurisdiction under the Criminal Code and under this Act.
	(2) The trial of an offence under Part VI or section 74 in the Federal Court - Trial Division shall be without a jury.
	(3) An appeal lies from the Federal Court - Trial Division to the Federal Court of Appeal and from the Federal Court of Appeal to the Supreme Court of Canada in any prosecution or proceedings under Part VI or section 74 of this Act as provided in Part XXI of the Criminal Code for appeals from a trial court and from a court of appeal.
	(4) Proceedings under subsection 34(2) may in the discretion of the Attorney General be instituted in either the Federal Court - Trial Division or a superior court of criminal jurisdiction in the province but no prosecution shall be instituted against an individual in the Federal Court - Trial Division in respect of an offence under Part VI or section 74 without the consent of the individual.
	Clause 22: Part VII.1 is new. Section 74 reads as follows:
	74. Any person who contravenes or fails to comply with an order of the Tribunal under Part VIII is guilty of an offence and liable
	(a) on conviction on indictment, to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both; or
	(b) on summary conviction, to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding one year or to both.
	Clause 23: Subsection 77(2) reads as follows:
	(2) Where, on application by the Director, the Tribunal finds that exclusive dealing or tied selling, because it is engaged in by a major supplier of a product in a market or because it is widespread in a market, is likely to
	(a) impede entry into or expansion of a firm in the market,
	(b) impede introduction of a product into or expansion of sales of a product in the market, or
	(c) have any other exclusionary effect in the market,
	with the result that competition is or is likely to be lessened substantial ly, the Tribunal may make an order directed to all or any of the suppliers against whom an order is sought prohibiting them from continuing to engage in that exclusive dealing or tied selling and containing any other requirement that, in its opinion, is necessary to overcome the effects thereof in the market or to restore or stimulate competition in the market.
	Clause 24: (1) Subsection 100(1) reads as follows:
	100. (1) Where, on application by the Director, the Tribunal finds, in respect of a proposed merger in respect of which an application has not been made under section 92 or previously under this section, that
	(a) the proposed merger is reasonably likely to prevent or lessen competition substantially and, in the opinion of the Tribunal, 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 section 92 because that action would be difficult to reverse, or
	(b) there has been a failure to comply with section 114 in respect of the proposed merger,
	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 Tribu nal may constitute or be directed toward the completion or implementa tion of the proposed merger.
	(2) The relevant portion of subsection 100(3) reads as follows:
	(3) Where the Tribunal is satisfied, in respect of an application made under subsection (1), that
	(3) The relevant portion of subsection 100(4) reads as follows:
	(4) An interim order issued under subsection (1)
	. . .
	(b) subject to subsection (5), shall have effect for such period of time as is specified therein.
	(4) Subsections 100(7) and (8) are new. Subsections 100(5) and (6) read as follows:
	(5) An interim order issued under subsection (1) in respect of a proposed merger shall cease to have effect
	(a) in the case of an interim order issued on ex parte application, not later than ten days, or
	(b) in any other case, not later than twenty-one days,
	after the interim order comes into effect or, in the circumstances referred to in paragraph (1)(b), after section 114 is complied with.
	(6) Where an interim order is issued under paragraph (1)(a), the Director shall proceed as expeditiously as possible to commence and complete proceedings under section 92 in respect of the proposed merger.
	Clause 25: (1) The definition ``prescribed'' in subsec tion 2(1) reads as follows:
	``prescribed'' means prescribed by regulation of the Governor in Coun cil;
	(2) New.
	Clause 26: Subsection 109(2) reads as follows:
	(2) For the purpose of subsection (1), with respect to a proposed acquisition of shares, the parties to the transaction are the person or persons who propose to acquire the shares and the corporation the shares of which are to be acquired.
	Clause 27: New.
	Clause 28: The headings before section 111 read as follows:
	Exemptions
	Acquisitions of Voting Shares or Assets
	Clause 29: The relevant portion of section 111 reads as follows:
	111. The following classes of transactions are exempt from the application of this Part:
	. . .
	(b) an acquisition of voting shares solely for the purpose of underwriting the shares, within the meaning of subsection 5(2);
	(c) an acquisition of voting shares or assets that would result from a gift, intestate succession or testamentary disposition;
	Clause 30: The relevant portion of section 113 reads as follows:
	113. The following classes of transactions are exempt from the application of this Part:
	. . .
	(c) a transaction pursuant to an agreement entered into before this section comes into force but substantially completed within one year after this section comes into force; and
	Clause 31: (1) and (2) The relevant portion of subsection 114(1) reads as follows:
	114. (1) Subject to this Part, where
	(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) or to acquire shares in the circumstances set out in subsection 110(3),
	. . .
	the person or persons who are proposing the transaction shall, before completing the transaction, notify the Director that the transaction is proposed and supply the Director with information in accordance with section 120.
	(3) Subsections 114(3) and (4) are new. Subsection 114(2) reads as follows:
	(2) Where more than one person is required to give notice and supply information under this section in respect of the same transaction, any of those persons who is duly authorized to do so may give notice or supply information on behalf of and in lieu of any of the others, and any of those persons may give notice and supply information jointly.
	Clause 32: Subsections 115(1) and (2) read as follows:
	115. (1) It is not necessary to comply with section 114 in respect of a proposed acquisition of voting shares where a limit set out in subsection 110(3) 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.
	(2) Where a person or persons who propose to acquire voting shares are required to comply with section 114 because the twenty or thirty-five per cent limit set out in subsection 110(3) 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 acquisition of voting shares 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.
	Clause 33: Subsection 116(2.1) is new. Subsection 116(3) reads as follows:
	(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) and the Director notifies that person within seven days after the Director is so informed that he requires the information, the person shall supply the Director with the information.
	Clause 34: The heading before section 120 and sections 120 to 122 read as follows:
	Information Required
	120. The information required under section 114 is, at the option of the person supplying the information,
	(a) the information set out in section 121, or
	(b) the information set out in section 122,
	but, where the person supplying the information chooses to supply the Director with the information referred to in paragraph (a) and the Direc tor notifies that person within seven days after the day on which he re ceives the information that he requires the information referred to in paragraph (b), the information referred to in paragraph (b) is required as well.
	121. The information referred to in paragraph 120(a) is
	(a) a description of the proposed transaction and the business objectives intended to be achieved as a result thereof;
	(b) copies of the legal documents, or the most recent drafts thereof if the documents have not been executed, that are to be used to implement the proposed transaction; and
	(c) in respect of each person who is required to supply the information and, in the case of information required under paragraph 114(1)(a), the corporation the shares of which or the person the assets of whom are proposed to be acquired,
	(i) their full names,
	(ii) the addresses of their principal offices and, in the case of a corporation, the jurisdiction under which it was incorporated,
	(iii) a list of their affiliates that have significant assets in Canada or significant gross revenues from sales in, from or into Canada and a chart describing the relationships between themselves and those affiliates,
	(iv) a summary description of their principal businesses and the principal businesses of their affiliates referred to in subparagraph (iii), including statements identifying the current principal suppliers and customers of those principal businesses and the annual volume of purchases from and sales to those suppliers and customers,
	(v) statements of
	(A) their gross and net assets as of the end of their most recently completed fiscal year, and
	(B) their gross revenues from sales for that year,
	(vi) in so far as the information is known, or reasonably available, a copy of every proxy solicitation circular, prospectus and other information form filed with a securities commission, stock exchange or other similar authority in Canada or elsewhere or sent or otherwise made available to shareholders within the previous two years, and
	(vii) to the extent available, financial statements of
	(A) the acquiring party, in the case of a proposed transaction referred to in paragraph 114(1)(a),
	(B) the continuing corporation, in the case of a proposed transaction referred to in paragraph 114(1)(b), or
	(C) the combination, in the case of a proposed transaction referred to in paragraph 114(1)(c),
	prepared on a pro forma basis as if the proposed transaction had occurred previously.
	122. The information referred to in paragraph 120(b) is
	(a) a description of the proposed transaction and the business objectives intended to be achieved as a result thereof;
	(b) copies of the legal documents, or the most recent drafts thereof if the documents have not been executed, that are to be used to implement the proposed transaction;
	(c) in respect of each person who is required to supply the information, each of their wholly-owned affiliates or wholly-owning affiliates that has significant assets in Canada or significant sales in, from or into Canada and, in the case of information required under paragraph 114(1)(a), the corporation the shares of which or the person the assets of whom are proposed to be acquired,
	(i) their full names,
	(ii) the addresses of their principal offices and, in the case of a corporation, the jurisdiction under which it was incorporated,
	(iii) the names and business addresses of their directors and officers,
	(iv) a summary description of their principal businesses including
	(A) to the extent available, financial statements relating to their principal businesses for their most recently completed fiscal year and subsequent interim periods, and
	(B) statements identifying the principal current suppliers and customers of their principal businesses and the annual volume of purchases from and sales to such suppliers and customers,
	(v) statements of
	(A) their gross and net assets as of the end of their most recently completed fiscal year, and
	(B) their gross revenues from sales for that year,
	(vi) the principal categories of products produced, supplied or distributed by each of them and their gross sales for each principal category of product, for their most recently completed fiscal year,
	(vii) the principal categories of products purchased or acquired by each of them and their total expenditures for each principal category of product, for their most recently completed fiscal year,
	(viii) the number of votes attached to voting shares held, directly or indirectly through one or more affiliates or otherwise, by each of them in any corporation carrying on an operating business, whether through one or more subsidiaries or otherwise, where the total of all votes attached to shares so held exceeds twenty per cent of the votes attached to all outstanding voting shares of the corporation,
	(ix) a copy of every proxy solicitation circular, prospectus and other information form filed with a securities commission, stock exchange or other similar authority in Canada or elsewhere or sent or otherwise made available to shareholders within the previous two years,
	(x) financial or statistical data prepared to assist the board of directors or senior officers of any of them in analyzing the proposed transaction, including, to the extent that opinions or judgments are not contained therein, any such data that is contained in any part of a study or report,
	(xi) to the extent available, financial statements of
	(A) the acquiring party, in the case of a proposed transaction referred to in paragraph 114(1)(a),
	(B) the continuing corporation, in the case of a proposed transaction referred to in paragraph 114(1)(b), or
	(C) the combination, in the case of a proposed transaction referred to in paragraph 114(1)(c),
	prepared on a pro forma basis as if the proposed transaction had occurred previously, and
	(xii) if any of them have taken a decision or entered into a commitment or undertaking to make significant changes in any business to which the proposed transaction relates, a summary description of that decision, commitment or undertaking; and
	(d) in respect of any affiliate of each person who is required to supply the information, other than a wholly-owned affiliate or wholly-own ing affiliate of such a person, that has significant assets in, or significant gross revenues from sales in, from or into Canada, the information set out in subparagraphs (c)(v) to (xii).
	Clause 35: Section 123 reads as follows:
	123. A proposed transaction referred to in section 114 shall not be completed before the expiration of
	(a) seven days after the day on which the information required under section 114, certified under section 118, has been received by the Director, where the person supplying the information has chosen to supply the Director with the information set out in section 121 and the Director has not, within that time, required the information set out in section 122,
	(b) except as provided in paragraph (c), twenty-one days after the day on which the information required under section 114, certified under section 118, has been received by the Director, where the person supplying the information has chosen, or is required, to supply the Director with the information set out in section 122, 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 the information set out in section 122, ten trading days, or such longer period of time, not exceeding twenty-one 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, certified under section 118, has been received by the Director,
	unless the Director, before the expiration of that time, notifies the per sons who are required to give notice and supply information that the Di rector does not, at that time, intend to make an application under section 92 in respect of the proposed transaction.
	Clause 36: Section 127 reads as follows:
	127. The Director shall report annually to the Minister on the proceedings under this Act, 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.
	Competition Tribunal Act
	Clause 41: Subsection 8(1) reads as follows:
	8. (1) The Tribunal has jurisdiction to hear and determine all applications made under Part VIII of the Competition Act and any matters related thereto.
	Clause 42: Subsection 9(3) reads as follows:
	(3) Any person may, with leave of the Tribunal, intervene in any proceedings before the Tribunal to make representations relevant to those proceedings in respect of any matter that affects that person.
	Clause 43: Section 11 reads as follows:
	11. The Chairman of the Tribunal may designate a judicial member to sit alone, or may sit alone, to deal with applications for interim orders under subsection 100(1) or 104(1) of the Competition Act and any matters related thereto.
	Consumer Packaging and Labelling Act
	Clause 44: (1) New.
	(2) New.
	Copyright Act
	Clause 45: Subsection 70.5(1) reads as follows:
	70.5 (1) For the purposes of this section and section 70.6, ``Director'' means the Director of Investigation and Research appointed under the Competition Act.
	Criminal Code
	Clause 47: The relevent portion of the definition ``offence'' in section 183 reads as follows:
	``offence'' means an offence contrary to, any conspiracy or attempt to commit or being an accessory after the fact in relation to an offence contrary to, or any counselling in relation to an offence contrary to ...
	Precious Metals Marking Act
	Clause 48: New.
	Shipping Conferences Exemption Act, 1987
	Clause 50: (1) The definition ``Director'' in subsec tion 2(1) reads as follows:
	``Director'' means the Director of Investigation and Research ap pointed under the Competition Act;
	(2) New.
	Textile Labelling Act
	Clause 52: New.