loose-leaf edition of this Act up to date to December 31, 1989. Amendment No. 1 Catalogue Number/Numero de catalogue: YX54-1985-C-34-89-12 CHAPTER C-34 An Act to provide for the general regulation of trade and commerce in respect of conspiracies, trade practices and mergers affecting competition SHORT Title Short title 1. This Act may be cited as the Competition Act. RS., 1985, C. C-34, L I; R., 1985, C. 19 (2nd Supp.), S. 19. PURPOSE Purpose(Act 1.1 The purpose of this Act is to maintain and encourage competition in Canada in order to promote the efficiency and adaptability of the Canadian economy, in order to expand opportunities for Canadian participation in world markets while at the same time recognizing the role of foreign competition in Canada, in order to ensure that small and medium- sized enterprises have an equitable opportunity to participate in the Canadian economy and in order to provide consumers with competitive prices and product choices. R.. 1985, C. 19 (2nd Supp.), s. 19. CHAPTER C-34 An Act to provide for the general regulation of trade and commerce in respect of conspiracies, trade practices and mergers affecting competition SHORT TITLE Short title 1. This Act may be cited as the Competition Act. RS., 1985, C. C-34, s. 1; R., 1985. c. 19 (2nd Supp.), S. 19. PURPOSE Purpose of Act 1.1 The purpose of this Act is to maintain and encourage competition in Canada in order to promote the efficiency and adaptability of the Canadian economy, in order to expand opportunities for Canadian participation in world markets while at the same time recognizing the role of foreign competition in Canada, in order to ensure that small and medium-sized enterprises have an equitable opportunity to participate in the Canadian economy and in order to provide consumers with competitive prices and product choices. R.S.. 1985, C. 19 (2nd Supp.), S. 19. INTERPRETATION Definitions 2.(1) In this Act, "article" "article" means real and personal property of every description including (a) money, (b) deeds and instruments relating to or evidencing the title or right to property or an interest, immediate, contingent or otherwise, in a corporation or in any assets of a corporation, (c) deeds and instruments giving a right to recover or receive property, (d) tickets or like evidence of right to be in attendance at a particular place at a particular time or times or of a right to transportation, and (e) energy, however generated; "business" "business" includes the business of (a) manufacturing, producing, transporting, acquiring, supplying, storing and otherwise dealing in articles, and (b) acquiring, supplying and otherwise dealing in services; "Commission" [Repealed, R.S., 1985, c. 19 (2nd Supp.), 5. 201 "Director" "Director" means the Director of Investigation and Research appointed under subsection 7(1); "merger" [Repealed, R.S., 1985, C. 19 (2nd Supp.), 5. 201 "Minister" "Minister" means the Minister of Consumer and Corporate Affairs; "monopoly" [Repealed, R.S., 1985, c. 19 (2nd Supp.), 5. 20] "product" "product" includes an article and a service; "record" "record" includes any correspondence, memorandum, book, plan, map, drawing, diagram, pictorial or graphic work, photograph, film, microform, sound recording, videotape, machine readable record, and any other documentary material, regardless of physical form or characteristics, and any copy or portion thereof; "service" "service" means a service of any description whether industrial, trade, professional or otherwise; "supply" "supply" means, (a) in relation to an article, sell, rent, lease or otherwise dispose of an article or an interest therein or a right thereto, or offer so to dispose of an article or interest therein or a right thereto, and (b) in relation to a service, sell, rent or otherwise provide a service or offer so to provide a service; "trade" "trade, industry or profession" includes any class, division or branch of a trade, industry or profession; "Tribunal" "Tribunal" means the Competition Tribunal established by subsection 3(1) of the Competition Tribunal Act. Affiliated (2) For the purposes of this Act, corporation, (a) one corporation is affiliated with another partnership corporation if one of them is the subsidiary of the or sole other or both are subsidiaries of the same corporation proprietorship or each of them is controlled by the same person; (b) if two corporations are affiliated with the same corporation at the same time, they are deemed to be affiliated with each other; and (c) a partnership or sole proprietorship is affiliated with another partnership, sole proprietorship or a company if both are controlled by the same person. Subsidiary (3) For the purposes of this Act, a corporation is a corporation subsidiary of another corporation if it is controlled by that other corporation. (4) For the purposes of this Act, (a) a corporation is controlled by a person other than Her Majesty if (i) securities of the corporation to which are attached more than fifty per cent of the votes that may be cast to elect directors of the corporation are held, directly or indirectly, whether through one or more subsidiaries or otherwise, otherwise than by way of security only, by or for the benefit of that person, and (ii) the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the corporation; and (b) a corporation is controlled by Her Majesty in right of Canada or a province if (i) the corporation is controlled by Her Majesty in the manner described in paragraph (a), or (ii) in the case of a corporation without share capital, a majority of the directors of the corporation, other than ex officio directors, are appointed by (A) the Governor in Council or the Lieutenant Governor in Council of the province, as the case may be, or (B) a Minister of the government of Canada or the province, as the case may be. R.S., 1985, C. C-34, L 2: R., 1985, C. 19 (2nd Supp.), L2O. Binding on 2.1 This Act is binding on and applies to an agent of Her agents of Her Majesty in right of Canada or a province that is a corporation, Majesty in in respect of commercial activities engaged in by the certain cases corporation in competition, whether actual or potential, with other persons to the extent that it would apply if the agent were not an agent of Her Majesty. R.S., 1985, C. 19(2ndsupp.), s.2l. 3. No proceedings under this Act shall be deemed invalid by reason of any defect of form or any technical irregularity. R.S., c. C-23, 5. 3. APPLICATION Collective 4.(1) Nothing in this Act applies in respect of bargaining (a) combinations or activities of workmen or employees for activities their own reasonable protection as such workmen or employees; (b) contracts, agreements or arrangements between or among fishermen or associations of fishermen and persons or associations of persons engaged in the buying or processing of fish relating to the prices, remuneration or other like conditions under which fish will be caught and supplied to those persons by fishermen; or (c) contracts, agreements or arrangements between or among two or more employers in a trade, industry or profession, whether effected directly between or among the employers or through the instrumentality of a corporation or association of which the employers are members, pertaining to collective bargaining with their employees in respect of salary or wages and terms or conditions of employment. Limitation (2) Nothing in this section exempts from the application of any provision of this Act a contract, agreement or arrangement entered into by an employer to withhold any product from any person, or to refrain from acquiring from any person any product other than the services of workmen or employees. R.S., c. C-23, 5. 4: 1974-75-76, c. 76, 5. 2. Underwriters 5.(1) Sections 45 and 61 do not apply in respect of an agreement or arrangement between or among persons who are members of a class of persons who ordinarily engage in the business of dealing in securities or between or among such persons and the issuer of a specific security, in the case of a primary distribution, or the vendor of a specific security, in the case of a secondary distribution, where the agreement or arrangement has a reasonable relationship to the underwriting of a specific security. Definition of (2) For the purposes of this section, "underwriting" of a "underwriting" 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 (b) a prospectus would be required to be filed, accepted or otherwise approved but for an express exemption contained in or given pursuant to a law mentioned in paragraph (a). 1974-75-76, c. 76, 5. 2. Amateur sport 6.(1) This Act does not apply in respect of agreements or arrangements between or among teams, clubs and leagues pertaining to participation in amateur sport. Definition of (2) For the purposes of this section, "amateur sport" means "amateur sport in which the participants receive no remuneration for sport" their services, as participants. 1974-75-76, c. 76, 5. 2. PART I INVESTIGATION AND RESEARCH Director 7.(1) The Governor in Council may appoint an officer to be known as the Director of Investigation and Research. Oath of office (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 impartially, 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"). Salary (3) The Director shall be paid such salary as may be from time to time fixed and allowed by the Governor in Council. R.S., c. C-23, s. 5; 1 9?6-77, c. 28, 5. 9. Deputy 8.(1) One or more persons may be appointed Deputy Directors Directors of Investigation and Research, in the manner authorized by law. Powers of (2) The Governor in Council may authorize a Deputy Director Deputy 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. Powers of (3) The Governor in Council may authorize any person to other persons 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. Inquiry by (4) The Director may authorize a Deputy Director to make Deputy inquiry regarding any matter into which the Director has power Director 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. Powers of (5) The exercise, pursuant to this Act, of any of the powers Director or the performance of any of the duties of the Director by a unaffected 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. R.S., c. C-23, 5. 6. Application 9.(1) Any six persons resident in Canada who are not less for inquiry 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 (c) an offense under Part VI or VII has been or is about to be committed, may apply to the Director for an inquiry into the matter. Material to be (2) An application made under subsection (1) shall be sumbmitted accompanied by a statement in the form of a solemn or statutory declaration showing (a) the names and addresses of the applicants, and at their election the name and address of any one of their number, or of any attorney, solicitor or counsel, whom they may, for the purpose of receiving any communication to be made pursuant to this Act, have authorized to represent them; (b) the nature of (i) the alleged contravention or failure to comply, (ii) the grounds alleged to exist for the making of an order, or (iii) the alleged offence and the names of the persons believed to he concerned therein and privy thereto; and (c) a concise statement of the evidence supporting their opinion. R.S., 1985, C. C-34, S. 9: RS., 1985, C. 19 (2nd Supp.). s. 22. Inquiry by 10.(1) The Director shall Director (a) on application made under section 9, (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 (iii) an offence under Part VI or VII has been or is about to be committed, or (c) whenever he is directed by the Minister to inquire whether any of the circumstances described in subparagraphs (b)(i) to (iii) exists, cause an inquiry to be made into all such matters as he considers necessary to inquire into with the view of determining the facts. Information (2) The Director shall, on the written request of any person on inquiry whose conduct is being inquired into under this Act or any person who applies for an inquiry under section 9, inform that person or cause that person to be informed as to the progress of the inquiry. Inquiries to (3) All inquiries under this section shall be conducted in private. RS., 1985, C. C-34, s. 10; RS., 1985. 19 (2nd Supp.), S. 23. Order for oral 11.(1) Where, on the ex parte application of the Director or examination, the authorized representative of the Director, a judge of a production or superior or county court or of the Federal Court is satisfied written return by information on oath or solemn affirmation that an inquiry is being made under section 10 and that any person has or is likely to have information that is relevant to the inquiry, the judge may order that person to (a) attend as specified in the order and be examined on oath or solemn affirmation by the Director or the authorized representative of the Director on any matter that is relevant to the inquiry before a person, in this section and sections 12 to 14 referred to as a "presiding officer", designated in the order; (b) produce a record, or any other thing, specified in the order to the Director or the authorized representative of the Director within a time and at a place specified in the order; or (c) make and deliver to the Director or the authorized representative of the Director, within a time specified in the order, a written return under oath or solemn affirmation showing in detail such information as is by, the order required. Records in (2) Where the person against whom an order is sought under possession of paragraph (1)(b) in relation to an inquiry is a corporation affiliate and the judge to whom the application is made under subsection (1) is satisfied by information on oath or solemn affirmation that an affiliate of the corporation, whether the affiliate is located in Canada or outside Canada, has records that are relevant to the inquiry, the judge may order the corporation to produce the records. No person (3) No person shall be excused from complying with an order excused from under subsection (1) or (2) on the ground that the testimony, complying record or other thing or return required of the person may with order tend to criminate the person or subject him to any proceeding or penalty, but no testimony given by an individual pursuant to an order made under paragraph (1)(a), or return made by an individual pursuant to an order made under paragraph (1)(c), shall be used or received against that individual in any criminal proceedings thereafter instituted against him, other than a prosecution under section 132 or 136 of the Criminal Code. Effect of (4) An order made under this section has effect anywhere in order Canada. R.S.. 1985. c. C-34. s. 11; RS., 1985, C. 19 (2nd Supp.). s. 24. Witness 12.(1) Any person summoned to attend pursuant to paragraph competent 11(1)(a) is competent and may be compelled to give evidence. and compellable Fees (2) Every person summoned to attend pursuant to paragraph 11(1)(a) is entitled to the like fees and allowances for so doing as if summoned to attend before a superior court of the province in which the person is summoned to attend. Representation (3) A presiding officer shall permit a person who is being by counsel examined pursuant to an order under paragraph 11(1)(a) and any person whose conduct is being inquired into to be represented by counsel. Attendance of (4) Any person whose conduct is being inquired into at an person whose examination pursuant to an order under paragraph 11(1 )(a) conduct is and that person's counsel are entitled to attend the being inquired examination unless the Director or the authorized into representative of the Director, or the person being examined or his employer, establishes to the satisfaction of the presiding officer that the presence of the person whose conduct is being inquired into would (a) be prejudicial to the effective conduct of the examination or the inquiry; or (b) result in the disclosure of confidential commercial information that relates to the business of the person being examined or his employer. R.. 1985, C. C-34, s. 12; R., 1985, C. 19 (2nd Supp.), S. 24. Presiding 13.(1) Any person may be designated as a presiding officer officer who is a barrister or advocate of at least ten years standing at the bar of a province or who has been a barrister or advocate at the bar of a province for at least ten years. Remuneration (2) A presiding officer shall be paid such remuneration, and and expenses is entitled to be paid such travel and living expenses, and such other expenses, incurred in the performance of his duties under this Act, as may be fixed by the Governor in Council. R., 1985, C. C-'34, L 13; RS., 1985, 19 (2nd Supp.). S. 24. Adminstration 14.(1) The presiding officer may administer oaths and take of oaths and receive solemn affirmations for the purposes of examinations pursuant to paragraph 11(1)(a). Orders of (2) A presiding officer may make such orders as he considers presiding to be proper for the conduct of an examination pursuant to officer paragraph 11(1)(a). Application (3) A judge of a superior or county court or of the Federal to court Court may, on application by a presiding officer, order any person to comply with any order made by the presiding officer under subsection (2). Notice (4) No order may be made under subsection (3) unless the presiding officer has given to the person in respect of whom the order is sought and the Director twenty-four hours notice of the hearing of the application for the order or such shorter notice as the judge to whom the application is made considers reasonable. RS., 19s5, C. C.34, 5. 14; RS., 1985, C. 19 (2nd Supp.), S. 24. Warrant for 15.(1) Where, on the ex parte application of the Director or entry of the authorized representative of the Director, a judge of a premises 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 (iii) an offence under Part VI or VII has been or is about to be committed, and (b) that there are reasonable grounds to believe that there is, on any premises, any record or other thing that will afford evidence with respect to the circumstances referred to in subparagraph (a)(i), (ii) or (iii), as the case may be, 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. Contents of (2) A warrant issued under this section shall identify the warrant matter in respect of which it is issued, the premises to be searched and the record or other thing, or the class of records or other things, to be searched for. Execution of (3) A warrant issued under this section shall be executed search warrant between six o'clock in the forenoon and nine o'clock in the afternoon, unless the judge issuing it, by the warrant, authorizes execution of it at another time. Idem (4) A warrant issued under this section may be executed anywhere in Canada. Duty of (5) Every person who is in possession or control of any persons in premises or record or other thing in respect of which a control of warrant is issued under subsection (1) shall, on presentation premises of the warrant, permit the Director or other person named in the warrant to enter the premises, search the premises and examine the record or other thing and to copy it or seize it. Where (6) Where the Director or any other person, in executing a admission or warrant issued under subsection (1), is refused access to access refused any premises, record or other thing or where the Director believes on reasonable grounds that access will be refused, the judge who issued the warrant or a judge of the same court, on the cx parte application of the Director, may by order direct a peace officer to take such steps as the judge considers necessary to give the Director or other person access. Where warrant (7) The Director or the authorized representative of the not necessary Director may exercise any of the powers set out in paragraph (1)(c) or (d) without a warrant if the conditions set out in paragraphs (1)(a) and (b) exist but by reason of exigent circumstances it would not be practical to obtain the warrant. Exigent (8) For the purposes of subsection (7), exigent circumstances circumstances include circumstances in which the delay necessary to obtain a warrant under subsection (1) would result in the loss or destruction of evidence. RS.. 1985. C. C-34. s. 15: LS.. 1985, C 19 (2nd Supp.), S. 24. Operation of 16.(1) A person who is authorized pursuant to subsection 15(1) computer to search premises for a record may use or cause to be used system any computer system on the premises to search any data contained in or available to the computer system, may reproduce the record or cause it to be reproduced from the data in the form of a printout or other intelligible output and may seize the printout or other output for examination or copying. Duty of person (2) Every person who is in possession or control of any in control of premises in respect of which a warrant is issued under computer subsection 15(1) shall, on presentation of the warrant, system permit any person named in the warrant to use or cause to be used any computer system or part thereof on the premises to search any data contained in or available to the computer system for data from which a record that that person is authorized to search for may be produced, to obtain a physical copy thereof and to seize it. Order (3) A judge who issued a warrant under subsection 15(1) or a restricting judge of the same court may, on application by the Director operation of or any person who is in possession or control of a computer computer system or a part thereof on any premises in respect of which system the warrant was issued, make an order (a) specifying the individuals who may operate the computer system and fixing the times when they may do so; and (b) setting out any other terms and conditions on which the computer system may be operated. Notice by (4) No order may be made under subsection (3) on application person in by a person who is in possession or control of a computer possession or system or part thereof unless that person has given the control Director twenty-four hours notice of the hearing of the application or such shorter notice as the judge considers reasonable. Notice by (5) No order may be made under subsection (3) on application Director by the Director after a search has begun of the premises in respect of which the order is sought unless the Director has given the person who is in possession or control of the premises twenty-four hours notice of the hearing of the application or such shorter notice as the judge considers reasonable. Definitions (6) In this section, "computer system" and "data" have the meanings set out in subsection 342.1(2) of the Criminal Code. RS., 1985. C. C-34. s. 16; R.. 1985. C. 19 (2nd Supp.). S.24. Presentation 17.(1) Where a record or other thing is seized pursuant to of or report paragraph 15(1)(d), subsection 15(7) or section 16, the on record or Director or the authorized representative of the Director thing seized shall, as soon as practicable, (a) take the record or other thing before the judge who issued the warrant or a judge of the same court or, if no warrant was issued, before a judge of a superior or county court or of the Federal Court; or (b) make a report in respect of the record or other thing to a judge determined in accordance with paragraph (a). Report (2) A report to a judge under paragraph (1)(b) in respect of a record or other thing shall include (a) a statement as to whether the record or other thing was seized pursuant to paragraph 15(1)(d), subsection 15(7) or section 16; (b) a description of the premises searched; (c) a description of the record or other thing seized; and (d) the location in which it is detained. Retention or (3) Where a record or other thing is seized pursuant to return of section 15 or 16, the judge before whom it is taken or to thing seized whom a report is made in respect of it pursuant to this section may, if he is satisfied that the record or other thing is required for an inquiry or any proceeding under this Act, authorize the Director to retain it. RS., 1985. C. C.34, L 17; R.. 1985, C. 19 (2nd Supp.), s. 24. Director to 18.(1) Where any record or other thing is produced pursuant take to section 11 or seized pursuant to section 15 or 16, the reasonable Director shall take reasonable care to ensure that it is care preserved until it is returned to the person by whom it was produced or from whom it was seized or until it is required to be produced in any proceeding under this Act. Access to (2) The person by whom a record or other thing is produced records or pursuant to section 11 or from whom a record or other thing things is seized pursuant to section 15 or 16 is entitled, at any reasonable time and subject to such reasonable conditions as may be imposed by the Director, to inspect the record or other thing. Copy of record (3) The Director may, before returning any record produced where returned pursuant to section 11 or seized pursuant to section 15 or 16, make or cause to be made, and may retain, a copy thereof. Detention of (4) Any record or other thing that is produced pursuant to things seized section 11, or the retention of which is authorized under subsection 17(3). shall be returned to the person by whom it was produced or the person from whom it was seized not later than sixty days after it was produced or its retention was authorized, unless, before the expiration of that period, (a) the person by whom it was produced or from whom it was seized agrees to its further detention for a specified period of time; (b) the judge who authorized its production or retention or a judge of the same court is satisfied on application that, having regard to the circumstances, its further detention for a specified period of time is warranted and the judge so orders; or (c) proceedings are instituted in which the record or thing may be required. R., 1985, C C-34, L 18; R., 1985, C. 19 (2nd Supp.), S. 24. - Claim to 19.(1) Where a person is ordered to produce a record pursuant solicitor- to section 11 and that person claims that there exists a client solicitor-client privilege in respect thereof, the person privilege shall place it in a package and seal and identify the package (section 1) and place it in the custody of a person referred to in subsection (3). Claim to (2) Where, pursuant to section 15 or 16, any person is about solicitor- to examine, copy or seize or is in the course of examining, client copying or seizing any record and a person appearing to be privilege in authority claims that there exists a solicitor client (section 15 privilege in respect thereof, the first mentioned person, or 16) unless the person claiming the privilege withdraws the claim or the first mentioned person desists from examining and copying the record and from seizing it or a copy thereof, shall, without examining or further examining it or making a copy or further copy thereof, place it and any copies of it made by him, and any notes taken in respect of it, in a package, and seal and identify the package and place it in the custody of a person referred to in subsection (3). Custody of (3) A record in respect of which a solicitor client privilege record is claimed under subsection (1) or (2) shall be placed in the custody of (a) the registrar, prothonotary or other like officer of a superior or county court in the province in which the record was ordered to be produced or in which it was found, or of the Federal Court; (b) a sheriff of the district or county in which the record was ordered to be produced or in which it was found; or (c) some person agreed on between the Director or the authorized representative of the Director and the person who makes the claim of privilege. Determination (4) A judge of a superior or county court in the province of claim to in which a record placed in custody under this section was privilege ordered to be produced or in which it was found, or of the Federal Court, sitting in camera, may decide the question of solicitor-client privilege in relation to the record on application made in accordance with the rules of the court by the Director or the owner of the record or the person in whose possession it was found within thirty days after the day on which the record as placed in custody if notice of the application has been given by the applicant to all other persons entitled to make application. Idem (5) Where no application is made in accordance with subsection (4) within thirty days after the day on which a record is placed in custody under this section, any judge referred to in subsection (4) shall, on ex parte application by or on behalf of the Director, order the record to be delivered to the Director. Authority of (6) A judge referred to in subsection (4) may give any judge directions that the judge deems necessary to give effect to this section, may order delivery up to the judge out of custody of any record in respect of which he is asked to decide a question of solicitor-client privilege and may inspect any such record. Prohibition (7) Any person who is about to examine, copy or seize any record pursuant to section 15 or 16 shall not do so without affording a reasonable opportunity for a claim of solicitor- client privilege to be made under this section. Access to (8) At any time while a record is in custody under this record in section, a judge of a superior or county court in the custody province in which the record is in custody, or of the Federal Court, may, on an ex parte application of a person claiming solicitor-client privilege under this section, authorize that person to examine the record or make a copy of it in the presence of the person who has custody of it or the judge, but any such authorization shall contain provisions to ensure that the record is repackaged and that the package is resealed without alteration or damage. R.S.. 1985, C. C-34. s. 19; R., 1985. C. 19 (2nd Supp.). S. 24. Inspection 20.(1) All records or other things obtained or received by of records the Director may be inspected by the Director and also by and things such persons as he directs. Copies (2) Copies of any records referred to in subsection (1), including copies by any process of photographic reproduction, on proof orally or by affidavit that they are true copies, are admissible in evidence in any proceedings under this Act and have the same probative force as the original. Proof (3) Where proof referred to in subsection (2) is offered by affidavit, it is not necessary to prove the signature or official character of the deponent, if that information is set out in the affidavit, or to prove the signature or official character of the person before whom the affidavit was sworn. RS., 1985. C C.34. s. 20: R.. 1985. C 19 (2nd Supp.), s. 24. Counsel 21. Whenever in the opinion of the Director the public interest so requires, the Director may apply to the Attorney General of Canada to appoint and instruct counsel to assist in an inquiry under section 10, and on such an application the Attorney General of Canada may appoint and instruct counsel accordingly. R.S.. 1985, C. C-34. s. 21; R.S., 1985. C. 19 (2nd Supp.). s.24. Discontinuance 22.(1) At any stage of an inquiry under section 10, if the of inquiry Director is of the opinion that the matter being inquired into does not justify further inquiry, the Director may discontinue the inquiry. Report (2) The Director shall, on discontinuing an inquiry, make a report in writing to the Minister showing the information obtained and the reason for discontinuing the inquiry. Notice to (3) Where an inquiry made on application under section 9 is applicant discontinued, the Director shall inform the applicants of the decision and give the grounds therefor. Review of (4) The Minister may, on the written request of applicants decision under section 9 or on the Minister's own motion, review any decision of the Director to discontinue an inquiry under section 10, and may, if in the Minister's opinion the circumstances warrant, instruct the Director to make further inquiry. R.S., 1985, C. C-34, s. 22: R., 1985, C 27 (1st Supp.), s. 187. C 19 (2nd Supp.), S. 24. Reference to 23.(1) The Director may, at any stage of an inquiry under Attorney section 10, in addition to or in lieu of continuing the General of inquiry, remit any records, returns or evidence to the Canada Attorney General of Canada for consideration as to whether an offence has been or is about to be committed against this Act and for such action as the Attorney General of Canada may wish to take. Prosecution by (2) The Attorney General of Canada may institute and conduct Attorney any prosecution or other criminal proceedings under this Act, General of and for those purposes may exercise all the powers and perform Canada all the duties and functions conferred by the Criminal Code on the attorney general of a province. R.S., 1985. C C-34, s. 23: RS., 1985, C 19 (2nd Supp.). s. 24. Regulations 24.(1) The Governor in Council may make regulations regulating the practice and procedure in respect of applications, proceedings and orders under sections 11 to 19. Publication of (2) Subject to subsection (3), a copy of each regulation that proposed the Governor in Council proposes to make under subsection (1) regulations 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. 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. RS., 1985, C. C.34. s. 24: R., 1985, C. 19 (2nd Supp.), -€ S. 24. ADMINISTRATION Staff 25. All officers, clerks and employees required for carrying out this Act shall be appointed in accordance with the Public Service Employment Act, except that the Director may, with the approval of the Governor in Council, employ such temporary, technical and special assistants as may be required to meet the special conditions that may arise in carrying out this Act. RS., 1985, C C-34, L 25; RS., 1985, C 19 (2nd Supp.), &25. Remuneration 26.(1) Any temporary, technical and special assistants of temporary employed by the Director shall be paid such remuneration, and staff are entitled to be paid such travel and living expenses incurred in the performance of their duties under this Act, as may be fixed by the Governor in Council. Remuneration (2) The remuneration and expenses of the Director and of the and expenses temporary, technical and special assistants employed by the payable out of Director, and of any counsel instructed under this Act, shall appropriations be paid out of money appropriated by Parliament to defray the cost of administering this Act. Public Service (3) Subject to this section and section 7, the Public Service Employment Employment Act and other Acts relating to the Public Service, Act applies in so far as applicable, apply to the Director and to all other persons employed under this Act. R.S., 1985. C. C-34, s. 26; RS., 1985, C. 19 (2nd Supp.), s. 25. Authority of 27. Any technical or special assistant or other person technical or employed under this Act, when so authorized or deputed by special the Director, has power and authority to exercise any of the assistants powers and perform any of the duties of the Director under this Act with respect to any particular inquiry, as may be directed by the Director. R.S., c. C-23, 5. 25. Minister may 28. The Minister may at any time require the Director to require submit an interim report with respect to any inquiry by him interim report under this Act, and it is the duty of the Director whenever thereunto required by the Minister to render an interim report setting out the action taken, the evidence obtained and the Director's opinion as to the effect of the evidence. R.S., c. C-23, 5. 26. Confidentiality 29.(1) No person who performs or has performed duties or functions in the administration or enforcement of this Act shall communicate or allow to be communicated to any other person except to a Canadian law enforcement agency or for the purposes of the administration or enforcement of this Act (a) the identity of any person from whom information was obtained pursuant to this Act; (b) any information obtained pursuant to section 11,15, 16 or 114; (c) whether notice has been given or information supplied in respect of a particular proposed transaction under section 114; or (d) any information obtained from a person requesting a certificate under section 102. Exception (2) This section does not apply in respect of any information that has been made public. RS., 1985. C C-34. s. 29: RS.. 1985, C 19 (2nd Supp.), s. 26. 30. (Repealed, R.S., 1985, c. 19 (2nd Supp.). 5. 26] PART IV SPECIAL REMEDIES Reduction 31. Whenever, as a result of an inquiry under this Act, a or removal of judgment of a court or a devision of the Tribunal, it appears customs duties to the satisfacion of the Governor in Council that (a) competition in respect of any article has been prevented or lessened substantially, and (b) the prevention or lessening of competition is facilitated by customs duties imposed on the article, or on any like article, or can be reduced by a removal or reduction of customs duties so imposed, the Governor in Council may, by order, remove or reduce any such customs duties. R.S.. 1985, C. C-34. s. 31; R.S.. 1985, C. 19 (2nd Supp.), s. 27. Powers of 32. In any case where use has been made of the exclusive Federal Court rights and privileges conferred by one or more patents for where certain invention or by one or more trade-marks or by a copyright so as to (a) limit unduly the facilities for transporting, producing, manufacturing, supplying, storing or dealing in any article or commodity that may be a subject of trade or commerce, (b) restrain or injure, unduly, trade or commerce in relation to any such article or commodity, (c) prevent, limit or lessen, unduly, the manufacture or production of any such article or commodity or unreasonably enhance the price thereof, or (d) prevent or lessen, unduly, competition in the production, manufacture, purchase, barter, sale, transportation or supply of any such article or commodity, the Federal Court, on an information exhibited by the Attorney General of Canada, may, for the purpose of preventing any use in the manner defined above of the exclusive rights and privileges conferred by any patents for invention, trade-marks or copyrights relating to or affecting the manufacture, use or sale of the article or commodity, make one or more of the following orders: (e) declaring void, in whole or in part, any agreement, arrangement or licence relating to that use, (f) restraining any person from carrying out or exercising any or all of the terms or provisions of the agreement, arrangement or licence, (g) directing the grant of licences under any such patent or copyright to such persons and on such terms and conditions as the court may deem proper or, if the grant and other remedies under this section would appear insufficient to prevent that use, revoking the patent, (h) directing that the registration of a trademark in the register of trade-marks be expunged or amended, and (i) directing that such other acts be done or omitted as the Court may deem necessary to prevent any such use, but no order shall be made under this section that is at variance with any treaty, convention, arrangement or engagement with any other country respecting patents, trade-marks or copyrights to which Canada is a party. RS., 1985, C. C-34, s. 32: R., 1985, C 10 (4th Supp.), S. 18. Interim 33.(1) Where it appears to a court, on an application by or injunction 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 person 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 proceedings under subsection 34(2) against the person. Notice of (2) Subject to subsection (3), at least forty-eight hours application notice of an application for an injunction under subsection (1) shall be given by or on behalf of the Attorney General of Canada or the attorney general of a province, as the case may be, to each person against whom the injunction is sought. Ex parte (3) Where a court to which an application is made under application subsection (1) is satisfied that (a) subsection (2) cannot reasonably be complied with, or (b) the urgency of the situation is such that service of notice in accordance with subsection (2) would not be in the public interest, it may proceed with the application ex parte but any injunction issued under subsection (1) by the court on ex parte application shall have effect only for such period, not exceeding ten days, as is specified in the order. Terms of (4) An injunction issued under subsection (1) injunction (a) shall be in such terms as the court that issues it considers necessary and sufficient to meet the circumstances of the case; and (b) subject to subsection (3), shall have effect for such period of time as is specified therein. Extension or (5) A court that issues an injunction under subsection (1), cancellation at any time and from time to time on application by or on of injuction behalf of the Attorney General of Canada or the attorney general of a province, as the case may be, or by or on behalf of any person to whom the injunction is directed, notice of which application has been given to all other parties thereto, may by order, (a) notwithstanding subsections (3) and (4), continue the injunction, with or without modification, for such definite period as is stated in the order; or (b) revoke the injunction. Duty of (6) Where an injunction is issued under subsection (1), the applicant Attorney General of Canada or the attorney general of a province, as the case may be, shall proceed as expeditiously as possible to institute and conclude any prosecution or proceedings arising out of the actions on the basis of which the injunction was issued. Punishment for (7) A court may punish any person who contravenes or fails disobedience 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. Definition of (8) In this section, "court" means the Federal Court or a "court" superior court of criminal jurisdiction as defined in the Criminal Code. l97 75-76, c. 76, 5. 10. Prohibition 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. Idem (2) Where it appears to a superior court of criminal jurisdiction in proceedings commenced by information of the Attorney General of Canada or the attorney general of the province for the purposes of this section that a person 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, the court may prohibit the commission of the offence or the doing or continuation of any act or thing by that person or any other person constituting or directed toward the commission of the offence. Appeals to (3) The Attorney General of Canada or the attorney general courts of of the province or any person against whom an order of appeal and prohibition or dissolution is made may appeal against the Federal Court 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 extended time as the court appealed to or a judge thereof for spocial reasons allows, on any ground that appears to that court to be a sufficient ground of appeal. Appeals to (3.1) The Attorney General of Canada or the attorney general Supreme Court of the province or any person against whom an order of of Canada 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. Disposition (4) Where the court of appeal or the Supreme Court of Canada of appeal allows an appeal, it may quash any order made by the court appealed from, and may make any order that in its opinion the court appealed from could and should have made. Procedure (5) Subject to subsections (3) and (4), Part XXI of the Criminal Code applies with such modifications as the circumstances require to appeals under this section. Punishment for (6) A court may punish any person who contravenes or fails disobedience 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. Procedure (7) Any proceedings pursuant to an information of the Attorney General of Canada or the attorney general of a province under this section shall be tried by the court without a jury, and the procedure applicable in injunction proceedings in the superior courts of the province shall, in so far as possible, apply. Definition of (8) In this section, "superior court of criminal jurisdiction" "superior court means a superior court of criminal jurisdiction as defined in of criminal the Criminal Code. jurisdiction" RS 1985, C. C-34. S. 34; RS., 1985. C 19 (2nd Supp.), S. 28. C 34 (3rd Supp.), L 8. Court may 35. (1) Notwithstanding anything contained in Part VI, where require return any person is convicted of an offence under that Part, the court before whom the person was convicted and sentenced may, from time to time within three years thereafter, require the convicted person to submit such information with respect to the business of that person as the court deems advisable, and without restricting the generality of the foregoing, the court may require a full disclosure of all transactions, operations or activities since the date of the offence under or with respect to any contracts, agreements or arrangements, actual or tacit, that the convicted person may at any time have entered into with any other person touching or concerning the business of the person convicted. Punishment (2) The court may punish any failure to comply with an order under this section by a fine in the discretion of the court or by imprisonment for a term not exceeding two years. RS., c. C-23,s. 3!. Recovery of 36.(1) Any person who has suffered loss or damage as a result damages of (a) conduct that is contrary to any provision of Part VI, or (b) the failure of any person to comply with an order of the Tribunal or another court under this Act, may, in any court of competent jurisdiction, sue for and recover from the person who engaged in the conduct or failed to comply with the order an amount equal to the loss or damage proved to have been suffered by him, together with any additional amount that the court may allow not exceeding the full cost to him of any investigation in connection with the matter and of proceedings under this section. Evidence of (2) In any action under subsection (1) against a person, the prior record of proceedings in any court in which that person was proceedings convicted of an offence under Part VI or convicted of or punished for failure to comply with an order of the Tribunal or another court under this Act is, in the absence of any evidence to the contrary, proof that the person against whom the action is brought engaged in conduct that was contrary to a provision of Part VI or failed to comply with an order of the Tribunal or another court under this Act, as the case may be, and any evidence given in those proceedings as to the effect of those acts or omissions on the person bringing the action is evidence thereof in the action. Jurisdiction (3) For the purposes of any action under subsection (1), the of Federal Federal Court is a court of competent jurisdiction. Court Limitation (4) No action may be brought under subsection (1), (a) in the case of an action based on conduct that is contrary to any provision of Part VI, after two years from (i) a day on which the conduct was engaged in, or (ii) the day on which any criminal proceedings relating thereto were finally disposed of, whichever is the later; and (b) in the case of an action based on the failure of any person to comply with an order of the Tribunal or another court, after two years from (i) a day on which the order of the Tribunal or court was contravened, or (ii) the day on which any criminal proceedings relating thereto were finally disposed of, whichever is the later. RS., 1985, C. C-34, S. 36; RS., 1985, C. 1' (4th Supp.), S. II. PART V [Repealed, R.S., 1985, c. 19 (2nd Supp.), 5. 29] PART VI OFFENCES IN RELATION TO COMPETITION Conspiracy 45.(1) Every one who conspires, combines, agrees or arranges with another person (a) to limit unduly the facilities for transporting, producing, manufacturing, supplying, storing or dealing in any product, (b) to prevent, limit or lessen, unduly, the manufacture or production of a product or to enhance unreasonably the price thereof, (c) to prevent or lessen, unduly competition in the production, manufacture, purchase, barter, sale, storage, rental, transportation or supply of a product, or in the price of insurance on persons or property, or (d) to otherwise restrain or injure competition unduly, is guilty of an indictable offence and liable to imprisonment for a term not exceeding five years or to a fine not exceeding ten million dollars or to both. (2) For greater certainty, in establishing that a conspiracy, combination, agreement or arrangement is in contravention of subsection (1), it shall not be necessary to prove that the conspiracy, combination, agreement or arrangement, if carried into effect, would or would be likely to eliminate, completely or virtually, competition in the market to which it relates or that it was the object of any or all of the parties thereto to eliminate, completely or virtually, competition in that market. Evidence of (2.1) In a prosecution under subsection (1), the court may conspiracy infer the existence of a conspiracy, combination, agreement or arrangement from circumstantial evidence, with or without direct evidence of communication between or among the alleged parties thereto, but, for greater certainty, the conspiracy, combination, agreement or arrangement must be proved beyond a reasonable doubt. Proof of (2.2) For greater certainty, in establishing that a conspiracy, intent combination, agreement or arrangement is in contravention of subsection (1), it is necessary to prove that the parties thereto intended to and did enter into the conspiracy, combination, agreement or arrangement, but it is not necessary to prove that the parties intended that the conspiracy, combination, agreement or arrangement have an effect set out in subsection (1). Defence (3) Subject to subsection (4), in a prosecution under subsection (1), the court shall not convict the accused if the conspiracy, combination, agreement or arrangement relates only to one or more of the following: (a) the exchange of statistics; (b) the defining of product standards; (c) the exchange of credit inforrnation; (d) the definition of terminology used in a trade, industry or profession; (e) cooperation in research and development; (f) the restriction of advertising or promotion, other than a discriminatory restriction directed against a member of the mass media; (g) the sizes or shapes of the containers in which an article is packaged; (h) the adoption of the metric system of weights and measures; or (i) measures to protect the environment. Exception (4) Subsection (3) does not apply if the conspiracy, combination, agreement or arrangement has lessened or is likely to lessen competition unduly in respect of one of the following: (a) prices, (b) quantity or quality of production, (c) markets or customers, or (d) channels or methods of distribution, or if the conspiracy, combination, agreement or arrangement has restricted or is likely to restrict any person from entering into or expanding a business in a trade, industry or profession. Defence (5) Subject to subsection (6), in a prosecution under subsection (1) the court shall not convict the accused if the conspiracy, combination, agreement or arrangement relates only to the export of products from Canada. Exception (6) Subsection (5) does not apply if the conspiracy, combination, agreement or arrangement (a) has resulted in or is likely to result in a reduction or limitation of the real value of exports of a product; (b) has restricted or is likely to restrict any person from entering into or expanding the business of exporting products from Canada; or (c) has prevented or lessened or is likely to prevent or lessen competition unduly in the supply of services facilitating the export of products from Canada. (d) [Repealed, RS., 1985, c. 19 (2ndSupp.), s.30] Defences (7) In a prosecution under subsection (1), the court shall not convict the accused if it finds that the conspiracy, combination, agreement or arrangement relates only to a service and to standards of competence and integrity that are reasonably necessary for the protection of the public (a) in the practice of a trade or profession relating to the service; or (b) in the collection and dissemination of information relating to the service. Exception (7.1) Subsection (1) does not apply in respect of an agreement or arrangement between banks that is described in subsection 49(1). Exception (8) Subsection (1) does not apply in respect of a conspiracy, combination, agreement or arrangement that is entered into only by companies each of which is, in respect of every one of the others, an affiliate. R., !985, C. C-3A. S. 45; R., 1985, 19 (2nd Supp.), S. 30. Where 45.1 No proceedings may be commenced under subsection 45(1) application against a person against whom an order is sought under section made under 79 or 92 on the basis of the same or substantially the same section 79 facts as would be alleged in proceedings under that subsection. or 92 R.S., 1985,c. 19(2ndsupp.),s.3!. Foreign 46.(1) Any corporation, wherever incorporated, that carries directives on business in Canada and that implements, in whole or in part in Canada, a directive, instruction, intimation of policy or other communication to the corporation or any person from a person in a country other than Canada who is in a position to direct or influence the policies of the corporation, which communication is for the purpose of giving effect to a conspiracy, combination, agreement or arrangement entered into outside Canada that, if entered into in Canada, would have been in contravention of section 45, is, whether or not any director or owner of the corporation in Canada has knowledge of the conspiracy, combination, agreement or arrangement, guilty of an indictable offence and liable on conviction to a fine in the discretion of the court. Limitation (2) No proceedings may be commenced under this section against a particular company where an application has been made by the Director under section 83 for an order against that company or any other person based on the same or substantially the same facts as would be alleged in proceedings under this section. R., 1985. C. C-34, S. 46 R., 1985, 19 (2nd Supp.), S. 32. Definition of 47.(1) In this section, "bid-rigging" means "bid-rigging" (a) an agreement or arrangement between or among two or more persons whereby one or more of those persons agrees or undertakes not to submit a bid in response to a call or request for bids or tenders, or (b) the submission, in response to a call or request for bids or tenders, of bids or tenders that are arrived at by agreement or arrangement between or among two or more bidders or tenderers, where the agreement or arrangement is not made known to the person calling for or requesting the bids or tenders at or before the time when any bid or tender is made by any person who is a party to the agreement or arrangement. Bid-rigging (2) Every one who is a party to bid-rigging is guilty of an indictable offence and liable on conviction to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both. Exception (3) This section does not apply in respect of an agreement or arrangement that is entered into or a submission that is arrived at only by companies each of which is, in respect of every one of the others, an affiliate. RS., 1985, C. C-34. L 47; RS., 1985, 19 (2nd Supp.). S. 33. Conspiracy 48.(1) Every one who conspires, combines, agrees or arranges relating to with another person professional (a) to limit unreasonably the opportunities for any other sport person to participate, as a player or competitor, in professional sport or to impose unreasonable terms or conditions on those persons who so participate, or (b) to limit unreasonably the opportunity for any other person to negotiate with and, if agreement is reached, to play for the team or club of his choice in a professional league is guilty of an indictable offence and liable on conviction to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both. Matters to be (2) In determining whether or not an agreement or arrangement considered contravenes subsection (1), the court before which the contravention is alleged shall have regard to (a) whether the sport in relation to which the contravention is alleged is organized on an international basis and, if so, whether any limitations, terms or conditions alleged should, for that reason, be accepted in Canada; and (b) the desirability of maintaining a reasonable balance among the teams or clubs participating in the same league. Application (3) This section applies, and section 45 does not apply, to agreements and arrangements and to provisions of agreements and arrangements between or among teams and clubs engaged in professional sport as members of the same league and between or among directors, officers or employees of those teams and clubs where the agreements, arrangements and provisions relate exclusively to matters described in subsection (1) or to the granting and operation of franchises in the league, and section 45 applies and this section does not apply to all other agreements, arrangements and provisions thereof between or among those teams, clubs and persons. 1974-75-76, c. 76, S. 15. Agreements or 49.(1) Subject to subsection (2), every bank that makes an arrangements agreement or arrangement with another bank with respect to of banks (a) the rate of interest on a deposit, (b) the rate of interest or the charges on a loan, (c) the amount of any charge for a service provided to a customer, (d) the amount or kind of a loan to a customer, (e) the kind of service to be provided to a customer, or (f) the person or classes of persons to whom a loan or other service will be made or provided or from whom a loan or other service will be withheld, and every director, officer or employee of the bank who knowingly makes such an agreement or arrangement on behalf of the bank is guilty of an indictable offence and liable to a fine not exceeding five million dollars or to imprisonment for a term not exceeding five years or to both. Exceptions (2) Subsection (1) does not apply to an agreement or arrangement (a) with respect to a deposit or loan made or payable outside Canada; (b) applicable only to the dealings of or the services rendered between banks or by two or more banks as regards a customer of each of such banks where the customer has knowledge of the agreement or by a bank as regards a customer thereof, on behalf of that customer's customers; (c) with respect to a bid for or purchase, sale or underwriting of securities by banks or a group including banks; (d) with respect to the exchange of statistics and credit information, the development and utilization of systems, forms, methods, procedures and standards, the utilization of common facilities and joint research and development in connection therewith, and the restriction of advertising; (e) with respect to reasonable terms and conditions of participation in guaranteed or insured loan programs authorized pursuant to an Act of Parliament or of the legislature of a province; (f) with respect to the amount of any charge for a service or with respect to the kind of service provided to a customer outside Canada, payable or performed outside Canada, or payable or performed in Canada on behalf of a person who is outside Canada; (g) with respect to the persons or classes of persons to whom a loan or other service will be made or provided outside Canada; or (h) in respect of which the Minister of Finance has certified to the Director the names of the parties thereto and that he has requested or approved the agreement or arrangement for the purposes of financial policy. R., 1985. C. C- 34, S. 49; R., 1985, C. 19 (2nd Supp.), S. 34. Illegal trade 50.(1) Every one engaged in a business who practices (a) is a party or privy to, or assists in, any sale that discriminates to his knowledge, directly or indirectly, against competitors of a purchaser of articles from him in that any discount, rebate, allowance, price concession or other advantage is granted to the purchaser over and above any discount, rebate, allowance, price concession or other advantage that, at the time the articles are sold to the purchaser, is available to the competitors in respect of a sale of articles of like quality and quantity, (b) engages in a policy of selling products in any area of Canada at prices lower than those exacted by him elsewhere in Canada, having the effect or tendency of substantially lessening competition or eliminating a competitor in that part of Canada, or designed to have that effect, or (c) engages in a policy of selling products at prices unreasonably low, having the effect or tendency of substantially lessening competition or eliminating a competitor, or designed to have that effect, is guilty of an indictable offence and liable to imprisonment for a term not exceeding twO years. Defence (2) It is not an offence under paragraph (1 )(a) to be a party or privy to, or assist in, any sale mentioned therein unless the discount, rebate, allowance, price concession or other advantage was granted as part of a practice of discriminating as described in that paragraph. Cooperative (3) Paragraph (1)(a) shall not be construed to prohibit a societies cooperative association, credit union, caisse populaire or excepted cooperative credit society from returning to its members, suppliers or customers the whole or any part of the net surplus made in its operations in proportion to the acquisition or supply of articles from or to its members, suppliers or customers. R.S., c. C-23, s. 34; 1974-75-76, c. 76, s. 16. Definition of 51.(1) In this section, "allowance" means any discount, rebate, "allowance" price concession or other advantage that is or purports to be offered or granted for advertising or display purposes and is collateral to a sale or sales of products but is not applied directly to the selling price. Grant of (2) Every one engaged in a business who is a party or privy to allowance the granting of an allowance to any purchaser that is not prohibited offered on proportionate terms to other purchasers in except on competition with the first-mentioned purchaser, which other proportionate purchasers are in this section called "competing purchasers", terms is guilty of an indictable offence and liable to imprisonment for a term not exceeding two years. Definition of (3) For the purposes of this section, an allowance is offered proportionate on proportionate terms only if terms (a) the allowance offered to a purchaser is in approximately the same proportion to the value of sales to him as the allowance offered to each competing purchaser is to the total value of sales to that competing purchaser; (b) in any case where advertising or other expenditures or services are exacted in return therefor, the cost thereof required to be incurred by a purchaser is in approximately the same proportion to the value of sales to him as the cost of the advertising or other expenditures or services required to be incurred by each competing purchaser is to the total value of sales to that competing purchaser; and (c) in any case where services are exacted in return therefor, the requirements thereof have regard to the kinds of services that competing purchasers at the same or different levels of distribution are ordinarily able to perform or cause to be performed. R.S., C. C-23, s. 35; 1974-75-76, c. 76, s. Misleading 52.(1) No person shall, for the purpose of promoting, directly advertising 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 hasbeen 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. Deemed (2) For the purposes of this section and section 53, a representation representation that is to public (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-ofpurchase 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). Idem (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. General (4) In any prosecution for a contravention of this section, the impression to general impression conveyed by a representation as well as the be considered literal meaning thereof shall be taken into account in determining whether or not the representation is false or misleading in a material respect. Offence and (5) 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. R.S., c. C-23, s. 36; 1974-7576, c. 76, s. 18. Representation 53.(1) No person shall, for the purpose of promoting, directly as to or indirectly, the supply or use of any product, or for the reasonable purpose of promoting, directly or indirectly, any business test and interest, publication of (a) make a representation to the public that a test as to the testimonials 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 be 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. Offence and (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. 1974-75-76, c. 76, s. 18. Double 54.(1) No person shall supply a product at a price that exceeds ticketing 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 advertisement. Offence and (2) Any person who contravenes subsection (1) is guilty of an punishment 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. 1974-75-76, c.76,s. 18. Definition of 55.(1) For the purposes of this section, "scheme of pyramid "scheme of selling" means pyramid (a) a scheme for the sale or lease of a product whereby one selling" person (the 'first' person) pays a fee to participate in the scheme and receives the right to receive a fee, commission or other benefit (i) in respect of the recruitment into the scheme of other persons either by the first person or any other person, or (ii) in respect of sales or leases made, other than by the first person, to other persons recruited into the scheme by the first person or any other person; and (b) a scheme for the sale or lease of a product whereby one person sells or leases a product to another person (the 'second' person) who receives the right to receive a rebate, commission or other benefit in respect of sales or leases of the same or another product that are not (i) sales or leases made to the second person, (ii) sales or leases made by the second person, or (iii) sales or leases, made to ultimate consumers or users of the same or other product, to which no right of further participation in the scheme, immediate or contingent, is attached. Pyramid (2) No person shall induce or invite another person to selling participate in a scheme of pyramid selling. Offence and (3) Any person who contravenes subsection (2) is guilty of an punishment 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. Where pyramid (4) This section does not apply in respect of a scheme of selling pyramid selling that is licensed or otherwise permitted by or permitted by pursuant to an Act of the legislature of a province. province 1974-75-76, c. 76, s. 18. Definition of 56.(1) For the purposes of this section, "scheme of referral "scheme of selling" means a scheme for the sale or lease of a product referral whereby one person induces another person (the "second" person) selling" 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. Referral (2) No person shall induce or invite another person to selling participate in a scheme of referral selling. Offence and (3) Any person who contravenes subsection (2)is guilty of an punishment 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. Where referral (4) This section does not apply in respect of a scheme of selling referral selling that is licensed or otherwise permitted by or permitted by pursuant to an Act of the legislature of a province. province 1974-75-76, c. 76, s. 18. Definition of 57.(1) For the purposes of this section, "bargain price" means "bargain price" (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. Bait and (2) No person shall advertise at a bargain price a product that switch selling 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. Defence (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. Offence and (4) Any person who contravenes subsection (2) is guilty of an punishment offence and liable on summary conviction to a fine not exceeding twentyfive thousand dollars or to imprisonment for a term not exceeding one year or to both. R.S., c. C-23, s. 37; 1974-75-76, c. 76, s. 18. o< . Sale above 58.(1) No person who advertises a product for sale or rent in a advertised market shall, during the period and in the market to which the price advertisement relates, supply the product at a price that is higher than the price advertised. Offence and (2) Any person who contravenes subsection (1) is guilty of an punishment 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. Saving (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 adv;rtisement; (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. Application (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. R 1985, C-34, S. 58; R 1985, C. 27 (1st Supp.), & 189. Promotional 59.(1) No person shall, for the purpose of promoting, directly contests 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. Offence and (2) Any person who contravenes subsection (1) is guilty of an punishment 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. RS., 1985, C. C-34, L 59 RS., 1985, C. 19 (2nd Supp.), S. 35(F). Defence 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. Limitation (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. Exception (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. 1974-7576, c. 76,s. 18. Price 61.(1) No person who is engaged in the business of producing or maintenance supplying a product, or who extends credit by way of credit cards or is otherwise engaged in a business that relates to credit cards, or who has the exclusive rights and privileges conferred by a patent, trademark, copyright or registered industrial design shall, directly or indirectly, (a) by agreement, threat, promise or any like means, attempt to influence upward, or to discourage the reduction of, the price at which any other person engaged in business in Canada supplies or offers to supply or advertises a product within Canada; or (b) refuse to supply a product to or otherwise discriminate against any other person engaged in business in Canada because of the low pricing policy of that other person. Exception (2) Subsection (1) does not apply where the person attempting to influence the conduct of another person and that other person are affiliated corporations or directors, agents, officers or employees of (a) the same corporation, partnership or sole proprietorship, or (b) corporations, partnerships or sole proprietorships that are affiliated, or where the person attempting to influence the conduct of another person and that other person are principal and agent. Suggested (3) For the purposes of this section, a suggestion by a retail pricing producer or supplier of a product of a resale price or minimum resale price in respect thereof, however arrived at, is, in the absence of proof that the person making the suggestion, in so doing, also made it clear to the person to whom the suggestion was made that he was under no obligation to accept the suggestion and would in no way suffer in his business relations with the person making the suggestion or with any other person if he failed to accept the suggestion, proof of an attempt to influence the person to whom the suggestion is made in accordance with the suggestion. Idem (4) For the purposes of this section, the publication by a supplier of a product, other than a retailer, of an advertisement that mentions a resale price for the product is an attempt to influence upward the selling price of any person into whose hands the product comes for resale unless the price is so expressed as to make it clear to any person to whose attention the advertisement comes that the product may be sold at a lower price. Exception (5) Subsections (3) and (4) do not apply to a price that is affixed or applied to a product or its package or container. Refusal to (6) No person shall, by threat, promise or any like means, supply attempt to induce a supplier, whether within or outside Canada, as a condition of his doing business with the supplier, to refuse to supply a product to a particular person or class of persons because of the low pricing policy of that person or class of persons. (7) and (8) [Repealed, R.S., 1985, c. 19(2nd Supp.), s. 36] Offence and (9) Every person who contravenes subsection (1) or (6) is punishment guilty of an indictable offence and liable on conviction to a fine in the discretion of the court or to imprisonment for a term not exceeding five years or to both. Where no (10) Where, in a prosecution under paragraph (1)(b), it is unfavourable proved that the person charged refused or counselled the inference to refusal to supply a product to any other person, no inference be drawn unfavourable to the person charged shall be drawn from that evidence if he satisfies the court that he and any one on whose report he depended believed on reasonable grounds (a) that the other person was making a practice of using products supplied by the person charged as loss-leaders, that is to say, not for the purpose of making a profit thereon but for purposes of advertising; (b) that the other person was making a practice of using products supplied by the person charged not for the purpose of selling the products at a profit but for the purpose of attracting customers to his store in the hope of selling them other products; (c) that the other person was making a practice of engaging in misleading advertising in respect of products supplied by the person charged; or (d) that the other person made a practice of not providing the level of servicing that purchasers of the products might reasonably expect from the other person. R., 1985, C. C-34, S. 61; RS., 1985, C. 19 (2nd Supp.). S. 36. Civil rights 62. Except as otherwise provided in this Part, nothing in this not affected Part shall be construed as depriving any person of any civil right of action. R.S., c. C-23, s. 39; 1974-75-76, c. 76, s. 18. PART VII OTHER OFFENCES Offences 63. [Repealed, RS., 1985, 9. 19 (2nd Supp.), s. 37] Obstruction 64.(1) No person shall in any manner impede or prevent or attempt to impede or prevent any inquiry or examination under this Act. Offence and (2) Every person who contravenes subsection (I) is guilty of an punishment 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. R.S., c. C-23, s. 41. Contravention 65.(1) Every person who contravenes subsection 15(5) or 16(2) of subsection is guilty of an offence and liable on summary conviction or on 15(5) or 16(2) conviction on indictment to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding two years or to both. Failure to (2) Every person who, without good and sufficient cause, the make return or proof of which lies on the person, fails to comply with an supply order made under section I1 or with section 114 or 123 is information 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. Destruction or (3) Every person who destroys or alters, or causes to be alteration of destroyed or altered, any record or other thing that is records or required to be produced pursuant to section 11 or in respect of things which a warrant is issued under section 15 is guilty of an offence and liable (a) on summary conviction to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding two years or to both; or (b) on conviction on indictment to a fine not exceeding fifty thousand dollars or to imprisonment for a term not exceeding five years or to both. Liability of (4) Where a corporation commits an offence under this section, directors any officer, director or agent of the corporation who directed, authorized, assented to, acquiesced in or participated in the commission of the offence is a party to and guilty of the offence and is liable to the punishment provided for the offence whether or not the corporation has been prosecuted or convicted. R., 1985, C. C-34, S. 65; RS., 1985, C. 19 (2nd Supp.). S. 38. 66. (Repealed, R.S., 1985, C. 19 (2nd Supp.), 5. 39] Procedure Procedure for 67.(1) Where an indictment is found against an accused, other enforcing than a corporation, for any offence against this Act, the punishment accused may elect to be tried without a jury and where he so elects, he shall be tried by the judge presiding at the court at which the indictment is found, or the judge presiding at any subsequent sittings of that court, or at any court where the indictment comes on for trial. Application of (2) Where an election is made under subsection (1), the Criminal Code proceedings subsequent to the election shall be regulated in so far as may be applicable by the provisions of the Criminal Code relating to the trial of indictable offences by a judge without a jury. Jurisdiction (3) No court other than a superior court of criminal of courts jurisdiction, as defined in the Criminal Code, has power to try any offence under section 45, 46, 47, 48 or 49. Corporations (4) Notwithstanding anything in the Criminal Code or in any to be tried other statute or law, a corporation charged with an offence without jury under this Act shall be tried without a jury. Option as to (5) In any case where subsection 34(2) is applicable, the procedure Attorney General of Canada or the attorney general of the under province may in his discretion institute proceedings either by subsection way of an information under that subsection or by way of 34(2) prosecution. Limitation (6) Proceedings in respect of an offence that is declared by period this Act to be punishable on summary conviction may be instituted at any time within but not later than two years after the time when the subject-matter of the proceedings arose. R.S., c. C-23, 5. 44; 1974-75-76, c. 76,s. 19. Venue of 68. Notwithstanding any other Act, a prosecution for an offence prosecution 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, (a) where the accused is a corporation, in any territorial division in which the corporation has its head office or a branch office, whether or not the branch office is provided for in any Act or instrument relating to the incorporation or organization of the corporation; and (b) where the accused is not a corporation, in any territorial division in which the accused resides or has a place of business. 1 977576, c. 76, 5. 20. Definitions 69.(1) In this section, "agent of a "agent of a participant" means a person who by a record participant" admitted in evidence under this section appears to be or is otherwise proven to be an officer, agent, servant, employee or representative of a participant; "document" [Repealed, RS., 1985, c. 19 (2nd Supp.), 5. 40] "participant" "participant" means any person against whom proceedings have been instituted under this Act and in the case of a prosecution means any accused and any person who, although not accused, is alleged in the charge or indictment to have been a co-oonspirator or otherwise party or privy to the offence charged. Evidence (2) In any proceedings before the Tribunal or in any against a prosecution or proceedings before a court under or pursuant to participant this Act, (a) anything done, said or agreed on by an agent of a participant shall, in the absence of evidence to the contrary, be deemed to have been done, said or agreed on, as the case may be, with the authority of that participant; (b) a record written or received by an agent of a participant shall, in the absence of evidence to the contrary, be deemed to have been written or received, as the case may be, with the authority of that participant; and (c) a record proved to have been in the possession of a participant or on premises used or occupied by a participant or in the possession of an agent of a participant shall be admitted in evidence without further proof thereof and is primafacie proof (i) that the participant had knowledge of the record and its contents, (ii) that anything recorded in or by the record as having been done, said or agreed on by any participant or by an agent of a participant was done, said or agreed on as recorded and, where anything is recorded in or by the record as having been done, said or agreed on by an agent of a participant, that it was done, said or agreed on with the authority of that participant, and (iii) that the record, where it appears to have been written by any participant or by an agent of a participant, was so written and, where it appears to have been written by an agent of a participant, that it was written with the authority of that participant. R.S., 1985, C. C-34, S. 69: R., 1985, C. 19 (2nd Supp.), 5.40. Admissibility 70.(1) A collection, compilation, analysis, abstract or other of statistics record or report of statistical information prepared or published under the authority of (a) the Statistics Act, or (b) any other enactment of Parliament or of the legislature of a province, is admissible in evidence in any proceedings before the Tribunal or in any prosecution or proceedings before a court under or pursuant to this Act. Idem (2) On request from the Minister or the Director (a) the Chief Statistician of Canada or an officer of any department or agency of the Government of Canada the functions of which include the gathering of statistics shall, and (b) an officer of any department or agency of the government of a province the functions of which include the gathering of statistics may, compile from his or its records a statement of statistics relating to any industry or sector thereof, in accordance with the terms of the request, and any such statement is admissible in evidence in any proceedings before the Tribunal or in any prosecution or proceedings before a court under or pursuant to this Act. Privileged (3) Nothing in this section compels or authorizes the Chief information Statistician of Canada or any officer of a department or agency not affected of the Government of Canada to disclose any particulars relating to an individual or business in a manner that is prohibited by any provision of an enactment of Parliament or of a provincial legislature designed for the protection of those particulars. Certificate (4) In any proceedings before the Tribunal, or in any prosecution or proceedings before a court under or pursuant to this Act, a certificate purporting to be signed by the Chief Statistician of Canada or the officer of the department or agency of the Government of Canada or of a province under whose supervision a record, report or statement of statistics referred to in this section was prepared, setting out that the record, report or statement of statistics attached thereto was prepared under his supervision, is evidence of the facts alleged therein without proof of the signature or official character of the person by whom it purports to be signed. R.. 1985, C. C-34, L 70: LS., 1985, c. 19 (2nd Sup;,.), S. 41. Statistics 71. A collection, compilation, analysis, abstract or other collected by record or report of statistics collected by sampling methods sampling by or on behalf of the Director or any other party to methods proceedings before the Tribunal, or to a prosecution or proceedings before a court under or pursuant to this Act, is admissible in evidence in that prosecution or those proceedings. RS., 1985, C. C-34, S. 71; RS., 1985, C. 19 (2nd Sup;,.), s.42. Notice 72.(1) No record, report or statement of statistical information or statistics referred to in section 70 or 71 shall be received in evidence before the Tribunal or court unless the person intending to produce the record, report or statement in evidence has given to the person against whom it is intended to be produced reasonable notice together with a copy of the record, report or statement and, in the case of a record or report of statistics referred to in section 71, together with the names and qualifications of those persons who participated in the preparation thereof. Attendance of (2) Any person against whom a record or report of statistics statistician referred to in section 70 is produced may require, for the purposes of cross-examination, the attendance of any person under whose supervision the record or report was prepared. Idem (3) Any person against whom a record or report of statistics refereed to in section 71 is produced may require, for the purposes of cross-examination, the attendance of any person who participated in the preparation of the record or report. RS., 1985, C-34, S. 72; RS., 1985, C. 19 (2nd Sup;,.), S. 43. Jurisdiction 73.(1) Subject to this section, the Attorney General of Canada of Federal may institute and conduct any prosecution or other proceedings Court 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. No jury (2) The trial of an offence under Part VI or section 74 in the Federal Court-Trial Division shall be without a jury. Appeal (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. Proceedings (4) Proceedings under subsection 34(2) may in the discretion of optional 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. R.S., c. C-23, s. 46; R.S., c. 10(2nd Supp.), s. 65; 1974-75-76, c. 76,s. 23. Failure to 74. Any person who contravenes or fails to comply with an order comply with of the Tribunal under Part VIII is guilty of an offence and certain orders 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. RS., 1985, C-34, L 74; R., 1985, 19 (2nd Sup;,.), s.44. PART VIII MATTERS REVIEWABLE BY TRIBUNAL Restrictive Trade Practices Refusal to Deal Jurisdiction 75.(1) Where, on application by the Director, the Tribunal of Tribunal finds that where refusal (a) a person is substantially affected in his business or is to deal precluded from carrying on business due to his inability to obtain adequate supplies of a product anywhere in a market on usual trade terms, (b) the person referred to in paragraph (a) is unable to obtain adequate supplies of the product because of insufficient competition among suppliers of the product in the market, (c) the person referred to in paragraph (a) is willing and able to meet the usual trade terms of the supplier or suppliers of the product, and (a) the product is in ample supply, the Tribunal may order that one or more suppliers of the product in the market accept the person as a customer within a specified time on usual trade terms unless, within the specified time, in the case of an article, any customs duties on the article are removed, reduced or remitted and the effect of the removal, reduction or remission is to place the person on an equal footing with other persons who are able to obtain adequate supplies of the article in Canada. When article (2) For the purposes of this section an article is not a is a separate separate product in a market only because it is differentiated product from other articles in its class by a trade-mark, proprietary name or the like, unless the article so differentiated occupies such a dominant position in that market as to substantially affect the ability of a person to carry on business in that class of articles unless that person has access to the article so differentiated. Definition of (3) For the purposes of this section, the expression "trade "trade terms" terms" means terms in respect of payment, units of purchase and reasonable technical and servicing requirements. R.S., 1985, C. C-34, s. 75; RS., 1985, C. 19 (2nd Supp.), S. 45. Consignment Selling Consignment 76. Where, on application by the Director, the Tribunal finds selling that the practice of consignment selling has been introduced by a supplier of a product who ordinarily sells the product for resale, for the puroose of (a) controlling the price at which a dealer in the product supplies the product, or (b) discriminating between consignees or between dealers to whom he sells the product for resale and consignees, the Tribunal may order the supplier to cease to carry on the practice of consignment selling of the product. R.. 1985, C. C-34, S. 76; RS., 1985. C. 19 (2nd Supp.), S. 45. Exclusive Dealing, Tied Selling and Market Restriction Definitions 77.(1) For the purposes of this section, "exclusive dealing" means (a) any practice whereby a supplier of a product, as a condition of supplying the product to a customer, requires that customer to (i) deal only or primarily in products supplied by or designated by the supplier or the supplier's nominee, or (ii) refrain from dealing in a specified class or kind of product except as supplied by the supplier or the nominee, and (b) any practice whereby a supplier of a product induces a customer to meet a condition set out in subparagraph (a)(i) or (ii) by offering to supply the product to the customer on more favourable terms or conditions if the customer agrees to meet the condition set out in either of those subparagraphs; "market "market restriction" means any practice whereby a supplier restriction" of a product, as a condition of supplying the product to a customer, requires that customer to supply any product only in a defined market, or exacts a penalty of any kind from the customer if he supplies any product outside a defined market; "tied selling" "tied selling" means (a) any practice whereby a supplier of a product. as a condition of supplying the product (the "tying" product) to a customer, requires that customer to (i) acquire any other product from the supplier or the supplier's nominee, or (ii) refrain from using or distributing, in conjunction with the tying product, another product that is not of a brand or manufacture designated by the supplier or the nominee, and (b) any practice whereby a supplier of a product induces a customer to meet a condition set out in subparagraph (a)(i) or (ii) by offering to supply the tying product to the customer on more favourable terms or conditions if the customer agrees to meet the condition set out in either of those subparagraphs. Exclusive (2) Where, on application by the Director, the Tribunal finds dealing and that exclusive dealing or tied selling. because it is engaged tied selling 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 substantially, 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. Market (3) Where, on application by the Director, the Tribunal finds restriction that market restriction, because it is engaged in by a major supplier of a product or because it is widespread in relation to a product, is likely to substantially lessen competition in relation to the product, 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 market restriction and containing any other requirement that, in its opinion, is necessary to restore or stimulate competition in relation to the product. Where no order (4) The Tribunal shall not make an order under this section to be made and where, in its opinion, limitation on (a) exclusive dealing or market restriction is or will be application of engaged in only for a reasonable period of time to facilitate order entry of a new supplier of a product into a market or of a new product into a market, (b) tied selling that is engaged in is reasonable having regard to the technological relationship between or among the products to which it applies, or (c) tied selling that is engaged in by a person in the business of lending money is for the purpose of better securing loans made by that person and is reasonably necessary for that purpose, and no order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among companies, partnerships and sole proprietorships that are affiliated. Where company, (5) For the purposes of subsection (4), partnership or (a) one company is affiliated with another company if one of sole them is the subsidiary of the other or both are the proprietorship subsidiaries of the same company or each of them is controlled affiliated by the same person; (b) if two companies are affiliated with the same company at the same time, they are deemed to be affiliated with each other; (c) a partnership or sole proprietorship is affiliated with another partnership. sole proprietorship or a company if both are controlled by the same person; and (d) a company, partnership or sole proprietorship is affiliated with another company, partnership or sole proprietorship in respect of any agreement between them whereby one party grants to the other party the right to use a trade-mark or trade-name to identify the business of the grantee, if (i) the business is related to the sale or distribution, pursuant to a marketing plan or system prescribed substantially by the grantor, of a multiplicity of products obtained from competing sources of supply and a multiplicity of suppliers, and (ii) no one product dominates the business. When persons (6) For the purposes of subsection (4) in its application to deemed to be market restriction, where there is an agreement whereby one affiliated person (the "first" person) supplies or causes to be supplied to another person (the "second" person) an ingredient or ingredients that the second person processes by the addition of labour and material into an article of food or drink that he then sells in association with a trade-mark that the first person owns or in respect of which the first person is a registered user, the first person and the second person are deemed, in respect of the agreement, to be affiliated. RS., 1985, C. C-34, S. 77; LS., 1985, C. 19 (2nd Supp.), s.45. Abuse of Dominant Position Definition of 78. For the purposes of section 79, "anti-competitive act", "anti- without restricting the generality of the term, includes any of competitive" the following acts: act (a) squeezing, by a vertically integrated spplier, of the margin available to an unintegrated customer who competes with the supplier, for the purpose of impeding or preventing the customer's entry into, or expansion in, a market; (b) acquisition by a supplier of a customer who would otherwise be available to a competitor of the supplier, or acquisition by a customer of a supplier who would otherwise be available to a competitor of the customer, for the purpose of impeding or preventing the competitor's entry into, or eliminating the competitor from, a market; (c) freight equalization on the plant of a competitor for the purpose of impeding or preventing the competitor's entry into, or eliminating the competitor from, a market; (d) use of fighting brands introduced selectively on a temporary basis to discipline or eliminate a competitor; (e) pre-emption of scarce facilities or resources required by a competitor for the operation of a business, with the object of withholding the facilities or resources from a market; (f) buying up of products to prevent the erosion of existing price levels; (g) adoption of product specifications that are incompatible with products produced by any other person and are designed to prevent his entry into, or to eliminate him from, a market; (h) requiring or inducing a supplier to sell only or primarily to certain customers, or to refrain from selling to a competitor, with the object of preventing a competitor's entry into, or expansion in, a market; and (i) selling articles at a price lower than the acquisition cost for the purpose of disciplining or eliminating a competitor. R.. 1985, C. 19 (2nd Stip;,.), S. 45. Prohibition 79.(1) Where, on application by the Director, the Tribunal where abuse of finds that dominant (a) one or more persons substantially or completely control, position throughout Canada or any area thereof, a class or species of business, (b) that person or those persons have engaged in or are engaging in a practice of anti-competitive acts, and (c) the practice has had, is having or is likely to have the effect of preventing or lessening competition substantially in a market, the Tribunal may make an order prohibiting all or any of those persons from engaging in that practice. Additional or (2) Where, on an application under subsection (1), the Tribunal alternative finds that a practice of anti-competitive acts has had or is order having the effect of preventing or lessening competition substantially in a market and that an order under subsection (1) is not likely to restore competition in that market, the Tribunal may, in addition to or in lieu of making an order under subsection (1), make an order directing any or all the persons against whom an order is sought to take such actions, including the divestiture of assets or shares, as are reasonable and as are necessary to overcome the effects of the practice in that market. Limitation (3) In making an order under subsection (2), the Tribunal shall make the order in such terms as will in its opinion interfere with the rights of any person to whom the order is directed or any other person affected by it only to the extent necessary to achieve the purpose of the order. Superior (4) In determining, for the purposes of subsection (1), whether competitive a practice has had, is having or is likely to have the effect performance of preventing or lessening competition substantially in a market, the Tribunal shall consider whether the practice is a result of superior competitive performance. Exception (5) For the purpose of this section, an act engaged in pursuant only to the exercise of any right or enjoyment of any interest derived under the Copyright Act, Industrial Design Act, Patent Act, Trade-marks Act or any other Act of Parliament pertaining to intellectual or industrial property is not an anti- competitive act. Limitation (6) No application may be made under this section in respect of a practice of anti-competitive acts more than three years after the practice has ceased. Where (7) No application may be made under this section against a proceedings person commenced (a) against whom proceedings have been commenced under section under section 45, or 45 or 92 (b) against whom an order is sought under section 92 on the basis of the same or substantially the same facts as would be alleged in the proceedings under section 43 or 92, as the case may be. RS., 1985, C. 19 (2nd Supp.). s. 45. Delivered Pricing Definition of 80.(1) For the purposes of section 81, "delivered pricing" "delivered means the practice of refusing a customer, or a person seeking pricing" to become a customer, delivery of an article at any place in which the supplier engages in a practice of making delivery of the article to any other of the supplier's customers on the same trade terms that would be available to the firstmentioned customer if his place of business were located in that place. Definition of (2) For the purposes of subsection (1), the expression "trade "trade terms" terms" means terms in respect of payment, units of purchase and reasonable technical and servicing requirements. RS., 1985, C. 19 (2nd Supp.). S. 45. Delivered 81.(1) Where, on application by the Director, the Tribunal pricing finds that delivered pricing is engaged in by a major supplier of an article in a market or is widespread in a market with the result that a customer, or a person seeking to become a customer, is denied an advantage that would otherwise be available to him in the market, the Tribunal may make an order prohibiting all or any of such suppliers from engaging in delivered pricing. Exception (2) No order shall be made against a supplier under this where section where the Tribunal finds that the supplier could not significant accommodate any additional customers at a locality without capital making significant capital investment at that locality. investment needed Exception (3) No order shall be made against a supplier under this where trade- section in respect of a practice of refusing a customer mark used delivery of an article that the customer sells in association with a trademark that the supplier owns or in respect of which the supplier is a registered user where the Tribunal finds that the practice is necessary to maintain a standard of quality in respect of the article. R., 1985, 19 (2nd Supp.), s. 45. Foreign Judgments and Laws Foreign 82. Where, on application by the Director, the Tribunal finds judgements, that etc. (a) a judgment, decree, order or other process given, made or issued by or out of a court or other body in a country other than Canada can be implemented in whole or in part by persons in Canada, by companies incorporated by or pursuant to an Act of Parliament or of the legislature of a province, or by measures taken in Canada, and (b) the implementation in whole or in part of the judgment, decree, order or other process in Canada, would (i) adversely affect competition in Canada, (ii) adversely affect the efficiency of trade or industry in Canada without bringing about or increasing in Canada competition that would restore or improve that efficiency, (iii) adversely affect the foreign trade of Canada without compensating advantages, or (iv) otherwise restrain or injure trade or commerce in Canada without compensating advantages, the Tribunal may, by order, direct that (c) no measures be taken in Canada to implement the judgment, decree, order or process, or (d) no measures be taken in Canada to implement the judgment, decree, order or process except in such manner as the Tribunal prescribes for the purpose of avoiding an effect referred to in subparagraphs (b)(i) to (iv). RS., 1985, 19(2ndSupp.),45. Foreign laws 83.(1) Where, on application by the Director, the Tribunal and directives finds that a decision has been or is about to be made by a person in Canada or a company incorporated by or pursuant to an Act of Parliament or of the legislature of a province (a) as a result of (i) a law in force in a country other than Canada, or (ii) a directive, instruction, intimation of policy or other communication to that person or company or to any other person from (A) the government of a country other than Canada or of any political subdivision thereof that is in a position to direct or influence the policies of that person or company, or (B) a person in a country other than Canada who is in a position to direct or influence the policies of that person or company, where the communication is for the purpose of giving effect to a law in force in a country other than Canada, and that the decision, if implemented, would have or would be likely to have any of the effects mentioned in subparagraphs 82(b)(i) to (iv), or (b) as a result of a directive, instruction, intimation of policy or other communication to that person or company or to any other person, from a person in a country other than Canada who is in a position to direct or influence the policies of that person or company, where the communication is for the purpose of giving effect to a conspiracy, combination, agreement or arrangement entered into outside Canada that, if entered into in Canada, would have been in contravention of section 45, the Tribunal may, by order, direct that (c) in a case described in paragraph (a) or (b), no measures be taken by the person or company in Canada to implement the law, directive, instruction, intimation of policy or other communication, or (d) in a case described in paragraph (a), no measures be taken by the person or company in Canada to implement the law, directive, instruction, intimation of policy or other communication except in such manner as the Tribunal prescribes for the purpose of avoiding an effect referred to in subparagraphs 82(b)(i) to (iv). Limitation (2) No application may be made by the Director for an order under this section against a particular company where proceedings have been commenced under section 46 against that company based on the same or substantially the same facts as would be alleged in the application. RS 1985, C. 19 (2nd Supp.). L 45. Foreign Suppliers Refusal to 84. Where, on application by the Director, the Tribunal finds supply by that a supplier outside Canada has refused to supply a product foreign or otherwise discriminated in the supply of a product to a supplier person in Canada (the "first" person) at the instance of and by reason of the exertion of buying power outside Canada by another person, the Tribunal may order any person in Canada (the "second" person) by whom or on whose behalf or for whose benefit the buying power was exerted (a) to sell any such product of the supplier that the second person has obtained or obtains to the first person at the laid- down cost in Canada to the second person of the product and on the same terms and conditions as the second person obtained or obtains from the supplier; or (b) not to deal or to cease to deal, in Canada, in that product of the supplier. R.S., 1985, C. 19 (2nd Supp.), s. 45. Specialization Agreements Definitions 85. For the purposes of this section and sections 86 to 90, "article" includes each separate type, size, weight and quality in which an article, within the meaning assigned by section 2, is produced; "registered" means registered in the register maintained pursuant to section 89; "specialization agreement" means an agreement under which each party thereto agrees to discontinue producing an article or service that he is engaged in producing at the time the agreement is entered into on the condition that each other party to the agreement agrees to discontinue producing an article or service that he is engaged in producing at the time the agreement is entered into, and includes any such agreement under which the parties also agree to buy exclusively from each other the articles or services that are the subject of the agreement. RS., 1985, c. 19 (2nd Supp.), s. 45. Order 86.(1) Where, on application by any person, and after affording directing the Director a reasonable opportunity to be heard, the Tribunal registration finds that an agreement that the person who has made the application has entered into or is about to enter into is a specialization agreement and that (a) the implementation of the agreement is likely to bring about gains in efficiency that will be greater than, and will offset, the effects of any prevention or lessening of competition that will result or is likely to result from the agreement and the gains in efficiency would not likely be attained if the agreement were not implemented, and (b) no attempt has been made by the persons who have entered or are about to enter into the agreement to coerce any person to become a party to the agreement, the Tribunal may, subject to subsection (4), make an order directing that the agreement be registered for a period specified in the order. Factors to be (2) In considering whether an agreement is likely to bring considered about gains in efficiency described in paragraph (1)(a), the Tribunal shall consider whether those gains will result in (a) a significant increase in the real value of exports; or (b) a significant substitution of domestic articles or services for imported. articles or services. Redistribution (3) For the purposes of paragraph (1)(a), the Tribunal shall of income does not find that an agreement is likely to bring about gains in not result in efficiency by reason only of a redistribution of income between gains in two or more persons. efficiency Conditional (4) Where, on an application under subsection (1), the Tribunal orders finds that an agreement meets the conditions prescribed by paragraphs (a) and (b) of that subsection but also finds that, as a result of the implementation of the agreement, there is not likely to be substantial competition remaining in the market or markets to which the agreement relates, the Tribunal may provide, in an order made under subsection (1), that the order shall take effect only if, within a reasonable period of time specified in the order, there has occurred any of the following events, specified in the order: (a) the divestiture of particular assets, specifled in the order; (b) a wider licensing of patents; (c) a reduction in tariffs; (d) the making of an order in council under section 23 of the Financial Administration Act effecting a remission or remissions specifled in the order of the Tribunal of any customs duties on an article that is a subject of the agreement; or (e) the removal of import quotas or import licensing requirements. R.S.. 1985. C. 19 (2nd Siipp.), L 45. Registration of 87.(1) On application by the parties to a specialization modifications agreement that has been registered, and after affording the Director a reasonable opportunity to be heard, the Tribunal may make an order directing that a modification of the agreement be registered. Order to (2) Where, on application by the Director, the Tribunal finds remove from that the agreement or a modification thereof that has been register registered (a) has ceased to meet the conditions prescribed by paragraph 86(1)(a) or (b), or (b) is not being implemented, the Tribunal may make an order directing that the agreement or modification thereof, and an order relating thereto be removed from the register. RS 1985. C. 19 (2nd Supp.), s. 45. Right of 88. The attorney general of a province may intervene in any intervention proceedings before the Tribunal under section 86 or 87 for the purpose of making representations on behalf of the province. RS., 1985, C. 19 (2nd Supp.), s. 45. Register of 89.(1) The Tribunal shall cause to be maintained at its specialization Registry established pursuant to subsection 14(1) of the agreements Competition Tribunal Act a register of specialization agreements, and modifications thereof, that the Tribunal has directed be registered, and any such agreements and modifications thereof shall be included in the register for the periods specified in the orders. Public access (2) The register shall be kept open to inspection by any person to register during normal business hours of the Tribunal. RS., 1985, 19(2ndSupp.),s.45. Non-application 90. Section 45, and section 77 as it applies to exclusive of sections 45 dealing, do not apply in respect of a specialization agreement, and 77 or any modification thereof, that is registered. RS,, 1985, C. 19 (2ndSupp.). L 45. Mergers Definition of 91. In sections 92 to 100, "merger" means the acquisition or "merger" establishment, direct or indirect, by one or more persons, whether by purchase or lease of shares or assets, by amalgamation or by combination or otherwise, of control over or significant interest in the whole or a part of a business of a competitor, supplier, customer or other person. RS., 1985. C. 19 (2nd Supp.). s. 45. Order 92.(1) Where, on application by the Director, the Tribunal finds that a merger or proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially (a) in a trade, industry or profession, (b) among the sources from which a trade, industry or profession obtains a product, (c) among the outlets through which a trade, industry or profession disposes of a product, or (d) otherwise than as described in paragraphs (a) to (c), the Tribunal may, subject to sections 94 to 96, (e) in the case of a completed merger, order any party to the merger or any other person (i) to dissolve the merger in such manner as the Tribunal directs, (ii) to dispose of assets or shares designated by the in such manner as the Tribunal directs, or (iii) in addition to or in lieu of the action referred- to in subparagraph (i) or (ii), with the consent of the person against whom the order is directed and the Director, to take any other action, or (f) in the case of a proposed merger, make an order directed against any party to the proposed merger or any other person (i) ordering the person against whom the order is directed not to proceed with the merger, (ii) ordering the person against whom the order is directed not to proceed with a part of the merger, or (iii) in addition to or in lieu of the order referred to in subparagraph (ii), either or both (A) prohibiting the person against whom the order is directed, should the merger or part thereof be completed, from doing any act or thing the prohibition of which the Tribunal determines to be necessary to ensure that the merger or part thereof does not prevent or lessen competition substantially, or (B) with the consent of the person against whom the order is directed and the Director, ordering the person to take any other action. Evidence (2) For the purpose of this section, the Tribunal shall not find that a merger or proposed merger, prevents or lessens, or is likely to prevent or lessen, competition substantially solely on the basis of evidence of concentration or market share. RS., 1985, C. 19 (2nd Supp.), s. 45. Factors to be 93. In determining, for the purpose of section 92, whether or considered not a merger or proposed merger prevents or lessens, or is regarding likely to prevent or lessen, competition substantially, the prevention or Tribunal may have regard to the following factors: lessening of (a) the extent to which foreign products or foreign competitors competition provide or are likely to provide effective competition to the businesses of the parties to the merger or proposed merger; (b) whether the business, or a part of the business, of a party to the merger or proposed merger has failed or is likely to fail; (c) the extent to which acceptable substitutes for products supplied by the parties to the merger or proposed merger are or are likely to be available; (d) any barriers to entry into a market, including (i) tariff and non-tariff barriers to international trade, (ii) interprovincial barriers to trade, and (iii) regulatory control over entry, and any effect of the merger or proposed merger on such barriers; (e) the extent to which effective competition remains or would remain in a market that is or would be affected by the merger or proposed merger; (f) any likelihood that the merger or proposed merger will or would result in the removal of a vigorous and effective competitor; (g) the nature and extent of change and innovation in a relevant market; and (h) any other factor that is relevant to competition in a market that is or would be affected by the merger or proposed merger. RS., 1985, C. 19 (2nd Supp.), s. 45. Exception 94. The Tribunal shall not make an order under section 92 in respect of (a) a merger substantially completed before the coming into force of this section; or (b) an amalgamation or proposed amalgamation under section 255 of the Bank Act, or an acquisition or proposed acquisition of assets under section 273 of the Bank Act, in respect of which the Minister of Finance has certified to the Director the names of the parties thereto and that the amalgamation or acquisition is desirable in the interest of the financial system. R.S., 1985, C. 19 (2nd Supp.), L 45. Exception for 95.(1) The Tribunal shall not make an order under section 92 in joint ventures respect of a combination formed or proposed to be formed, otherwise than through a corporation, to undertake a specific project or a program of research and development if (a) a project or program of that nature (i) would not have taken place or be likely to take place in the absence of the combination, or (ii) would not reasonably have taken place or reasonably be likely to take place in the absence of the combination because of the risks involved in relation to the project or program and the business to which it relates; (b) no change in control over any party to the combination resulted or would result from the combination; (c) all the persons who formed the combination are parties to an agreement in writing that imposes on one or more of them an obligation to contribute assets and governs a continuing relationship between those parties; (d) the agreement referred to in paragraph (c) restricts the range of activities that may be carried on pursuant to tbe combination, and provides that the agreement terminates on the completion of the project or program: and (e) the combination does not prevent or lessen or is not likely to prevent or lessen competition except to the extent reasonably required to undertake and complete the project or program. Limitation (2) For greater certainty, this section does not apply in respect of the acquisition of assets of a combination. RS., 1985, C. 19 (2nd Supp.), s. 45. Exception 96.(1) The Tribunal shall not make an order under section 92 if where gains in it finds that the merger or proposed merger in respect of which efficiency the application is made has brought about or is likely to bring about gains in efficiency that will be greater than, and will offset, the effects of any prevention or lessening of competition that will result or is likely to result from the merger or proposed merger and that the gains in efficiency would not likely be attained if the order were made. Factors to be (2) In considering whether a merger or proposed merger is considered likely to bring about gains in efficiency described in subsection (1), the Tribunal shall consider whether such gains will result in (a) a significant increase in the real value of exports; or (b) a significant substitution of domestic products for imported products. Restriction (3) For the purposes of this section, the Tribunal shall not find that a merger or proposed merger has brought about or is likely to bring about gains in efficiency by reason only of a redistribution of income between two or more persons. R.S., 1985, C. 19 (2nd Supp.). s. 45. Limitation 97. No application may be made under section 92 in respect of a period merger more than three years after the merger has been substantially completed. RS., 1985, C. 19 (2nd Supp.), s. 45. Where 98. No application may be made under section 92 against a proceedings person commenced (a) against whom proceedings have been commenced under section under section 45, or 45 or 79 (b) against whom an order is sought under section 79 on the basis of the same or substantially the same facts as would be alleged in the proceedings under section 45 or 79, as the case may be. RS., 1985, C. 19 (2nd Supp.), s. 45. Conditional 99.(1) The Tribunal may provide, in an order made under section orders 92 directing a person to dissolve a merger or to dispose of directing assets or shares, that the order may be rescinded or varied if, dissolution of within a reasonable period of time specified in the order, a merger (a) there has occurred (i) a reduction, removal or remission, specified in the order, of any relevant-customs duties, or (ii) a reduction or removal, specified in the order, of prohibitions, controls or regulations imposed by or pursuant to any Act of Parliament on the importation into Canada of an article specified in the order, or (b) that person or any other person has taken any action specified in the order that will, in the opinion of the Tribunal, prevent the merger from preventing or lessening competition substantially. When (2) Where, on application by any person against whom an order conditional under section 92 is directed, the Tribunal is satisfied that order may be (a) a reduction, removal or- remission specified in the order rescinded or pursuant to paragraph (1)(a) has occurred, or varied (b) the action specified in the order pursuant to paragraph (1)(b) has been taken, the Tribunal may rescind or vary the order accordingly. RS., 1985, C. 19 (2nd Supp.), s. 45. Interim order 100.(1) Where, on application by the Director, the Tribunal where no finds, in respect of a proposed merger in respect of which an application application has not been made under section 92 or previously under section under this section, that 92 (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 Tribunal may constitute or be directed toward the completion or implementation of the proposed merger. Notice of (2) Subject to subsection (3), at least forty-eight hours application notice of an application for an interim order under subsection (1) shall be given by or on behalf of the Director to each person against whom the order is sought. Ex parte (3) Where the Tribunal is satisfied, in respect of an application application made under subsection (1), that (a) subsection (2) cannot reasonably be complied with, or (b) the urgency of the situation is such that service of notice in accordance with subsection (2) would not be in the public interest, it may proceed with the application ex parte. Terms of (4) An interim order issued under subsection (1) interim order (a) shall be on such terms as the Tribunal considers necessary and sufficient to meet the circumstances of the case; and (b) subject to subsection (5), shall have effect for such period of time as is specified therein. Maximum (5) An interim order issued under subsection (1) in respect of duration of a proposed merger shall cease to have effect interim order (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. Duty of (6) Where an interim order is issued under paragraph (1)(a), Director the Director shall proceed as expeditiously as possible to commence and complete proceedings under section 92 in respect of the proposed merger. RS 1985, 19 (2nd Supp.), S. 45. Right of 101. The attorney general of a province may intervene in any intervention proceedings before the Tribunal under section 92 for the puroose of making representations on behalf of the province. R.. 1985, 19 (2nd Supp.), S. 45. Advance ruling 102.(1) Where the Director is satisfied by a party or parties certificates to a proposed transaction that he would not have sufficient grounds on which to apply to the Tribunal under section 92, the Director may issue a certificate to the effect that he is so satisfied. Duty of (2) The Director shall consider any request for a certificate Director under this section as expeditiously as possible. R., 1985, 19 (2nd Supp.), S. 45. No application 103. Where the Director issues a certificate under section 102, under section the Director shall not, if the transaction to which the 92 certificate relates is substantially completed within one year after the certificate is issued, apply to the Tribunal under section 92 in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the certificate was issued. R.. 1985. C. 19 (2nd Supp.), S. 45. General Interim order 104.(1) Where an application has been made for an order under this Part, other than an interim order under section 100, the Tribunal, on application by the Director, may issue such interim order as it considers appropriate, having regard to the principles ordinarily considered by superior courts when granting interlocutory or injunctive relief. Terms of (2) An interim order issued under subsection (1) shall be on interim order such terms, and shall have effect for such period of time, as the Tribunal considers necessary and sufficient to meet the circumstances of the case. Duty of (3) Where an interim order issued under subsection (I) is in Director effect, the Director shall proceed as expeditiously as possible to complete proceedings under this Part arising out of the conduct in respect of which the order was issued. RS., 1985. 19 (2nd Supp.), S. 45 Consent orders 105. Where an application is made to the Tribunal under this Part for an order and the Director and the person in respect of whom the order is sought agree on the terms of the order, the Tribunal may make the order on those terms without hearing such evidence as would ordinarily be placed before the Tribunal had the application been contested or further contested. R 1985, 19 (2nd Supp.), s.45. Rescission or 106. Where, on application by the Director or a person against variation of whom an order has been made under this Part, the Tribunal finds order that (a) the circumstances that led to the making of the order have changed and, in the circumstances that exist at the time the application is made under this section, the order would not have been made or would have been ineffective to achieve its intended purpose, or (b) the Director and the person against whom an order has been made have consented to an alternative order. the Tribunal may rescind or vary the order accordingly. RS 1985, c. 19 (2nd Supp.). S. 45. Evidence 107. In determining whether or not to make an order under this Part, the Tribunal shall not exclude from consideration any evidence by reason only that it might be evidence in respect of an offence under this Act or in respect of which another order could be made by the Tribunal under this Act. RS.. 1985, C. 19 (2nd Supp.), S. 45. PART IX NOTIFIABLE TRANSACTIONS Interpretation Definitions 108. (1) In this Part, "operating "operating business" means a business undertaking in Canada to business" which employees employed in connection with the undertaking ordinarily report for work; "person" "person" means an individual, body corporate, unincorporated syndicate, unincorporated organization, trustee, executor, administrator or other legal representative, but does not include a bare trustee; "prescribed" "prescribed" means prescribed by regulation of the Governor in Council; "voting share" "voting share" means any share that carries voting rights under all circumstances or by reason of an event that has occurred and is continuing. Corporations (2) For the purposes of this Part, except for the purposes of controlled by section 113, one corporation is not affiliated with another Her Majesty corporation by reason only of the fact that both corporations are controlled by Her Majesty in right of Canada or a province, as the case may be. RS., 1985, C. 19 (2nd Supp.), S. 45. Application General limit 109.(1) This Part does not apply in respect of a proposed relating to transaction unless the parties thereto, together with their parties affiliates, (a) have assets in Canada that exceed four hundred million dollars in aggregate value, determined as of such time and in such manner as may be prescribed, or such greater amount as may be prescribed; or (b) had gross revenues from sales in, from or into Canada, determined for such annual period and in such manner as may be prescribed, that exceed four hundred million dollars in aggregate value, or such greater amount as may be prescribed. Parties to (2) For the purpose of subsection (1), with respect to a acquistion of proposed acquisition of shares, the parties to the transaction shares are the person or persons who propose to acquire the shares and the corporation the shares of which are to be acquired. R.S.. 1985, C. 19 (2nd Supp.). S. 45. Application of 110.(1) This Part applies only in respect of proposed Part transactions described in this section. Acquisition of (2) Subject to sections 111 and 113, this Part applies in assets respect of a proposed acquisition of any of the assets in Canada of an operating business where the aggregate value of those assets, determined as of such time and in such manner as may be prescribed, or the gross revenues from sales in or from Canada generated from those assets, determined for such annual period and in such manner as may be prescribed, would exceed thirty-five million dollars or such greater amount as may be prescribed. Acquisition of (3) Subject to sections 111 and 113, this Part applies in shares respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls a corporation that carries on an operating business (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 owned by the corporation or by corporations controlled by that corporation, other than assets that are shares of any of those corporations, 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 voting shares, the person or persons acquiring the shares, together with their affiliates, would own voting shares of the corporation that in the aggregate carry more than (i) twenty per cent or, if the person or persons own twenty per cent or more before the proposed acquisition, fifty per cent of the votes attached to all outstanding voting shares of the corporation, in the case of the acquisition of voting shares of a corporation any of the voting shares of which are publicly traded, or (ii) thirty-five per cent or, if the person or persons own thirty-five per cent or more before the proposed acquisition, fifty per cent of the votes attached to all outstanding voting shares of the corporation, in the case of the acquisition of voting shares of a corporation none of the voting shares of which are publicly traded. Amalgamation (4) Subject to section 113, this Part applies in respect of a proposed amalgamation of two or more corporations where one or more of those corporations carries on an operating business or controls a corporation that carries on an operating business where (a) the aggregate value of the assets in Canada, determined as of such time and in such manner as may be prescribed, that would be owned by the continuing corporation that would result from the amalgamation or by corporations controlled by the continuing corporation, other than assets that are shares of any of those corporations, would exceed seventy million dollars, or such greater amount as may be prescribed; or (b) 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 paragraph (a) would exceed seventy million dollars, or such greater amount as may be prescribed. Combination (5) Subject to sections 112 and 113, this Part applies in respect of a proposed combination of two or more persons to carry on business otherwise than through a corporation where one or more of those persons propose to contribute to the combination assets that form all or part of an operating business carried on by those persons, or corporations controlled by those persons, and where (a) 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 (b) 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 paragraph (a) would exceed thirty-five million dollars, or such greater amount as may be prescribed. RS., 1985, c. 19 (2nd Supp.), S. 45. Exemptions Acquisitions of Voting Shares or Assets Acquisitions 111. 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 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; (d) an acquisition of collateral or receivables, or an acquisition resulting from a foreclosure or default or forming part of a debt workout, 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 paragraph 66(15)(c) 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 paragraph 66(15)(c) 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. Combinations Combinations 112. A combination is exempt from the application of this Part that are joint if ventures (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., 1985. C. 19 (2nd Supp.), 5. 45. General General 113. 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; (b) a transaction in respect of which the Director has issued a certificate under section 102; (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 (d) such other classes of transactions as may be prescribed. RS., 1985, C. 19 (2nd Supp.), & 45. Notice and Information Notice of 114.(1) Subject to this Part, where proposed (a) a person, or two or more persons pursuant to an agreement transaction 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), (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), 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. Who may give (2) Where more than one person is required to give notice and notice and supply information under this section in respect of the same supply transaction, any of those persons who is duly authorized to do information 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. RS.. 1985, c. 19 (2nd Supp.), S. 45. Prior notice 115.(1) It is not necessary to comply with section 114 in of acquisitions respect of a proposed acquisition of voting shares where a of voting limit set out in subsection 110(3) would be exceeded as a shares 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 (2) Where a person or persons who propose to acquire voting future shares are required to comply with section 114 because the acquisition of twenty or thirty-five per cent limit set out in subsection voting shares 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. Exemption for (3) It is not necessary to comply with section 114 in respect further of a proposed further acquisition referred to in subsection (2) acquistions if of voting (a) notice of the further acquisition is given to the Director shares 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 Director in writing within twenty-one, and at least seven, days before the further acquisition. 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. Where 116.(1) If any of the information required under section 114 is information not known or reasonably obtainable, or cannot be obtained cannot be without breaching a confidentiality requirement established by supplied law or without creating a significant risk that confidential information will be used for an improper purpose or that information that should, for commercial reasons, be kept confidential will be disclosed to the public, the person who is supplying the information may, in lieu of supplying the information, inform the Director under oath or solemn affirmation of the matters in respect of which information has not been supplied and why it has not been obtained. Where (2) If any of the information required under section 114 could information not, on any reasonable basis, be considered to be relevant to not relevant an assessment by the Director 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 Director 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. Director may (3) Where a person chooses not to supply the Director with require information required under section 114 and so informs the information 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. RS.. 1985, C. i9 (2nd Supp.), S. 45. Saving 117.(1) Nothing in section 114 requires any person who is a director of a corporation to supply information that is known to that person by virtue only of his position as a director of an affiliate of the corporation that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the corporation. Wholly-owned (2) For the purposes of subsection (1), one corporation is the affiliate wholly-owned affiliate of another corporation if all its outstanding voting shares, other than shares necessary to qualify persons as directors, are beneficially owned by that other corporation directly, or indirectly through one or more affiliates where all the outstanding voting shares of the affiliates, other than shares necessary to qualify persons as directors, are beneficially owned by that other corporation or each other. Wholly-owned (3) For the purposes of subsection (1), one corporation is the affiliate wholly-owning affiliate of another corporation if it beneficially owns all the outstanding voting shares of that other corporation, other than shares necessary to qualify persons as directors, directly, or indirectly through one or more affiliates where all the outstanding voting shares of the affiliates, other than shares necessary to qualify persons as directors, are beneficially owned by the corporation or each other. R.. 1985, C. 19 (2nd Supp.), 5.45. Information to 118. The information supplied to the Director under section 114 be certified shall be certified on oath or solemn affirmation (a) in the case of a corporation supplying the information, by an officer thereof or other person duly authorized by the board of directors or other governing body of the corporation, or (b) in the case of any other person supplying the information, by that person, as having been examined by that person and as being, to the best of his knowledge and belief, correct and complete in all material respects. R.. 1985, C. 19 (2nd Supp.). S. 45. Where 119. Where notice is given and information supplied in respect transaction of a proposed transaction under section 114 but the transaction not completed is not completed within one year thereafter or such longer period as the Director may specify in any particular case, section 114 applies as if no notice were given or information supplied. RS., 1985, C. 19 (2nd Supp.), S. 45. Information Required Information 120. The information required under section 114 is, at the required 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 Director notifies that person within seven days after the day on which he receives the information that he requires the information referred to in paragraph (b), the information referred to in paragraph (b) is required as well. R., 1985, C. 19 (2nd Supp.), S. 45. Information 121. The information referred to in paragraph 120(a) is referred to (a) a description of the proposed transaction and the business in paragraph objectives intended to be achieved as a result thereof; 120(a) (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. RS.. 1985, C. 19 (2nd Supp.), S. 45. Information 122. The information referred to in paragraph 120(b) is referred to (a) a description of the proposed transaction and the business in paragraph objectives intended to be achieved as a result thereof; 120(b) (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-owning 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). R.S., 198S. C. 19 (2nd Supp.), S. 4S. Completion of Proposed Transactions. Time within 123. A proposed transaction referred to in section 114 shall which not be completed before the expiration of transaction (a) seven days after the day on which the information required cannot under section 114, certified under section 118, has been proceed 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 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. RS., 1985. C. 19 (2nd Supp.), 1. 45. Regulations Regulations 124.(1) The Governor in Council may make regulations prescribing anything that is by this Part to be prescribed. Publication (2) Subject to subsection (3), a copy of each regulation that of proposed the Governor in Council proposes to make under subsection (1) regulations 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. 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. R., 1985. C. 19 (2nd Supp.), S. 45. PART X GENERAL Representations to Boards. Commissions or Other Tribunals Representations 125.(1) The Director, at the request of any federal board, to federal commission or other tribunal or on his own initiative, may, and boards, etc. 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. Definition of (2) For the purposes of this section, "federal board, "federal board, commission or other tribunal" means any board, commission, commission or tribunal or person that carries on regulatory activities and is other tribunal" 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. R.. 1985. C. 19 (2nd Supp.), S. 45. Representations 126.(1) The Director, at the request of any provincial board, to provincial commission or other tribunal, or on his own initiative with the boards, etc. 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. Defintions of (2) For the purposes of this section, "provincial board, "provincial commission or other tribunal" means any board, commission, board, tribunal or person that carries on regulatory activities and is commission or expressly charged by or pursuant to an enactment of the other tribunal" 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. RS.. 1985, C. 19 (2nd Supp.), S. 45. Report to Parliament Annual report 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. R.S., 1985. C. 19 (2nd Supp.). S. 45. Regulations 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. Publication (2) Subject to subsection (3), a copy of each regulation that of proposed the Governor in Council proposes to make under subsection (1) regulations 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. (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. R., 1985. C. 19 (2nd Supp.), S. 45. RELATED PROVISIONS -. RS 1985, C. 19 (2nd Supp.), ss. 60, 61: Continuation "60. (1) Notwithstanding any other provision of this Act, the in office for members ofthe Restrictive Trade Practices Commission appointed limited under the Combines Investigation Act (in this section referred purposes to as the "members" and the "Commission"), while this subsection is in force, continue in office as such and may exercise such of the powers and perform such of the duties and functions as were, before the coming into force of this Act, vested in them as such for the purpose only of completing any inquiry or other matter or proceeding commenced under the Combines Investigation Act or any other Act of Parliament before the coming into force of this sectiOn. Old law (2) For the purposes of any inquiry or other matter or applicable proceeding referred to in subsection (1), the Combines Investigation Act and any other Act of Parliament amended by this Act shall be read as if this Act had not come into force. Members of the (3) While the members continue in office in accordance with Commission may this section, they may, if so appointed, hold office as members be appointed of the Competition Tribunal, but any person who, pursuant to to Tribunal this subsection, holds more than one office is entitled to be remunerated only in respect of one of those offices. Termination (4) The Governor in Council may, by proclamation. repeal subsection (1) when the Governor in Council is satisfied that the Commission no longer has any inquiry or other matter or proceeding referred to in subsection (1) before it and that the Commission has reported to the Minister of Consumer and Corporate Affairs in respect of all inquiries before it. Orders of the 61. For the purposes of the Competition Act, as amended by this Commision Act, an order of the Restrictive Trade Practices Commission under Part V, as it read immediately prior to the coming into force of section 29 of this Act, or pursuant to subsection 60(1) shall be deemed to be an order of the Competition Tribunal under the Competition Act." RELATED PROVISION - Rq 1985, C. 19 (2nd Supp.), S. 61: Orders of the "61. For the purposes of the Competition Act, as amended by Commision this Act, an order of the Restrictive Trade Practices Commission under Part V, as it read immediately prior to the coming into force of section 29 of this Act, or pursuant to subsection 60(1) shall be deemed to be an order of the Competition Tribunal under the Competition Act."