Bill C-49
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C-49
Second Session, Forty-first Parliament,
62-63 Elizabeth II, 2013-2014
HOUSE OF COMMONS OF CANADA
BILL C-49
An Act to amend the Competition Act
first reading, December 9, 2014
MINISTER OF INDUSTRY
90754
SUMMARY
This enactment amends the Competition Act to authorize the Commissioner of Competition to conduct inquiries to determine the reasons why a product or class of products has a higher selling price in Canada than in the United States and to require the Commissioner to make public reports on completed inquiries. It also requires that those amendments be reviewed within five years after the day on which they come into force.
The enactment also amends that Act to expressly authorize the issuance of court orders requiring a person who is located outside Canada to attend an examination, to produce documents or to make a written return in order to provide the Commissioner with information. It also amends that Act to enable the Commissioner to obtain a court order requiring a person to provide the Commissioner with information that an affiliate of the person is likely to have and that is relevant to an inquiry. Finally, the enactment amends that Act to expand the concept of affiliation to a broader range of business organizations.
Available on the Parliament of Canada Web Site at the following address:
http://www.parl.gc.ca
http://www.parl.gc.ca
2nd Session, 41st Parliament,
62-63 Elizabeth II, 2013-2014
house of commons of canada
BILL C-49
An Act to amend the Competition Act
Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
ALTERNATIVE TITLE
Alternative title
1. This Act may be cited as the Price Transparency Act.
R.S., c. C-34; R.S., c. 19 (2nd Supp.), s. 19
COMPETITION ACT
2. (1) Subsection 2(1) of the Competition Act is amended by adding the following in alphabetical order:
“entity”
« entité »
« entité »
“entity” means a corporation or a partnership, sole proprietorship, trust or other unincorporated organization capable of conducting business;
R.S., c. 19 (2nd Supp.), s. 20(4); 1999, c. 31, s. 44(F)
(2) Subsections 2(2) and (3) of the Act are replaced by the following:
Affiliation
(2) For the purposes of this Act,
(a) one entity is affiliated with another entity if one of them is the subsidiary of the other or both are subsidiaries of the same entity or each of them is controlled by the same person;
(b) if two entities are affiliated with the same entity at the same time, they are deemed to be affiliated with each other; and
(c) an individual is affiliated with an entity if the individual controls the entity.
Subsidiary entity
(3) For the purposes of this Act, an entity is a subsidiary of another entity if it is controlled by that other entity.
R.S., c. 19 (2nd Supp.), s. 20(4)
(3) The portion of paragraph 2(4)(a) of the Act before subparagraph (ii) is replaced by the following:
(a) a corporation is controlled by an entity or an individual other than Her Majesty if
(i) securities of the corporation to which are attached more than 50% 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 entity or individual, and
1999, c. 2, s. 1(3)
(4) Paragraph 2(4)(c) of the Act is replaced by the following:
(c) an entity other than a corporation is controlled by an entity or individual if the entity or individual, directly or indirectly, whether through one or more subsidiaries or otherwise, holds an interest in the entity that is not a corporation that entitles them to receive more than 50% of the profits of that entity or more than 50% of its assets on dissolution.
3. Section 10 of the Act is amended by adding the following after subsection (1):
Inquiry — higher price in Canada
(1.1) If the Commissioner has reason to believe that the selling price of a product or class of products is or was higher in Canada than the selling price of that product or class of products — or of a similar product or class of similar products — in the United States, the Commissioner may make an inquiry into the matter with a view to determining the facts, including the extent of the difference between the selling prices, and the reasons for that difference.
R.S., c. 19 (2nd Supp.), s. 24
4. Subsections 11(2) and (3) of the Act are replaced by the following:
Order —information in possession of affiliate
(2) If, on the ex parte application of the Commissioner or his or her authorized representative, a judge of a superior or county court is satisfied by information on oath or solemn affirmation that an inquiry is being made under section 10 and that any affiliate of a person, whether the affiliate is located in Canada or outside Canada, has or is likely to have information that is relevant to the inquiry, the judge may order the person to
(a) produce to the Commissioner or the authorized representative of the Commissioner within a period and at a place specified in the order, a record, a copy of a record certified by affidavit to be a true copy, or any other thing, specified in the order; or
(b) make and deliver to the Commissioner or the authorized representative of the Commissioner, within a period specified in the order, a written return on oath or solemn affirmation showing in detail the information that is required by the order.
Person outside Canada
(2.1) An order under subsection (1) or (2) may be made against a person who is located outside Canada.
No person excused from complying with order
(3) No person shall be excused from complying with an order made under subsection (1) or (2) on the ground that the testimony, record or other thing or return required of the person may tend to criminate the person or subject him or her to any proceeding or penalty, but no testimony given by an individual under an order made under paragraph (1)(a), or return made by an individual under an order made under paragraph (1)(c) or (2)(b), shall be used or received against that individual in any criminal proceedings instituted against him or her after the testimony is given or the return is made, other than a prosecution under section 132 or 136 of the Criminal Code.
5. The Act is amended by adding the following after section 23:
Report —inquiry under subsection 10(1.1)
23.1 (1) Subject to subsections 22(1) and 23(1), the Commissioner shall prepare a report in writing setting out the Commissioner’s conclusions with respect to an inquiry made under subsection 10(1.1) and shall make the report accessible to the public.
Time period
(2) The Commissioner shall take all reasonable steps to complete the report within one year after the day on which the Commissioner receives — on the Commissioner’s request or as the result of an order made under section 11 — the information that the Commissioner considers sufficient for the inquiry.
2009, c. 2, s. 410
6. Paragraph 45(6)(a) of the Act is replaced by the following:
(a) is entered into only by entities each of which is, in respect of every one of the others, an affiliate or by entities and an individual each of which is, in respect of every one of the others, an affiliate; or
R.S., c. 19 (2nd Supp.), s. 33
7. Subsection 47(3) of the Act is replaced by the following:
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 entities each of which is, in respect of every one of the others, an affiliate or by entities and an individual each of which is, in respect of every one of the others, an affiliate.
2009, c. 2, s. 426
8. Subsection 76(4) of the Act is replaced by the following:
When no order may be made
(4) No order may be made under subsection (2) if the person referred to in subsection (3) and the customer or other person referred to in subparagraph (1)(a)(i) or (ii) are
(a) principal and agent or mandator and mandatary;
(b) a corporation and an individual who controls it or affiliated corporations; or
(c) directors, agents, mandataries, officers or employees of the same entity or of entities that are affiliated.
1999, c. 31, s. 52(1)(F)
9. (1) The portion of subsection 77(4) of the Act after paragraph (c) is replaced by the following:
No order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among entities that are affiliated.
R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 31, ss. 52(2) and (3)(F)
(2) Subsection 77(5) of the Act is replaced by the following:
If entity affiliated
(5) For the purposes of subsection (4), an entity is affiliated with another entity
(a) in the manner set out in paragraph 2(2)(a) or (b); and
(b) in respect of any agreement between them in which one of them grants to the other the right to use a trademark or trade name to identify the business of the grantee, if
(i) the business is related to the sale or distribution, in accordance with 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.
2009, c. 2, s. 429
10. Subsection 90.1(7) of the Act is replaced by the following:
Exception
(7) Subsection (1) does not apply if the agreement or arrangement is entered into, or would be entered into, only by entities each of which is, in respect of every one of the others, an affiliate or by entities and an individual each of which is, in respect of every one of the others, an affiliate.
R.S., c. 19 (2nd Supp.), s. 45
11. (1) The definition “person” in subsection 108(1) of the Act is replaced by the following:
“person”
« personne »
« personne »
“person” means an entity, an individual or a trustee, executor, administrator or liquidator of the succession, administrator of the property of others or representative, but does not include a bare trustee or a trustee responsible exclusively for preserving and transferring the property of a person;
(2) Subsection 108(1) of the Act is amended by adding the following in alphabetical order:
“equity interest”
« intérêt relatif à des capitaux propres »
« intérêt relatif à des capitaux propres »
“equity interest” means
(a) in the case of a corporation, a share in the corporation; and
(b) in the case of an entity other than a corporation, an interest that entitles the holder of that interest to receive profits of that entity or assets of that entity on its dissolution.
R.S., c. 19 (2nd Supp.), s. 45
(3) Subsection 108(2) of the Act is replaced by the following:
Entities controlled by Her Majesty
(2) For the purposes of this Part, except section 113, one entity is not affiliated with another entity by reason only of the fact that both entities are controlled by Her Majesty in right of Canada or a province, as the case may be.
1999, c. 2, s. 26
12. Subsection 109(2) of the Act is replaced by the following:
Parties to acquisition of shares or interest
(2) For the purposes of this Part,
(a) the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation whose shares are to be acquired; and
(b) the parties to a proposed acquisition of an interest in a combination are the person or persons who propose to acquire the interest and the combination whose interest is to be acquired.
2009, c. 2, s. 436
13. (1) The portion of subsection 110(3) of the Act before subparagraph (a)(ii) is replaced by the following:
Acquisition of shares
(3) Subject to sections 111 and 113, this Part applies in respect of a proposed acquisition of voting shares of a corporation that carries on an operating business or controls an entity that carries on an operating business
(a) if
(i) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that are owned by the corporation or by entities controlled by that corporation, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (8), as the case may be, or
2009, c. 2, s. 436
(2) The portion of subsection 110(4) of the Act before paragraph (b) is replaced by the following:
Amalgamation
(4) Subject to subsection (4.1) and section 113, this Part applies in respect of a proposed amalgamation of two or more entities if one or more of those entities carries on an operating business, or controls an entity that carries on an operating business, if
(a) the aggregate value of the assets in Canada, determined as of the time and in the manner that is prescribed, that would be owned by the continuing entity that would result from the amalgamation or by entities controlled by the continuing entity, other than assets that are equity interests in those entities, would exceed the amount set out in subsection (7) or the amount determined under subsection (8), as the case may be; or
2009, c. 2, s. 436
(3) The portion of subsection 110(4.1) of the Act before paragraph (a) is replaced by the following:
General limit relating to parties to an amalgamation
(4.1) This Part does not apply in respect of a proposed amalgamation of two or more entities if one or more of those entities carries on an operating business or controls an entity that carries on an operating business, unless each of at least two of the amalgamating entities, together with its affiliates,
2009, c. 2, s. 436
(4) The portion of subsection 110(5) of the Act before paragraph (a) is replaced by the following:
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 if one or more of those persons proposes to contribute to the combination assets that form all or part of an operating business carried on by those persons, or entities controlled by those persons, and if
1999, c. 31, s. 229
14. Paragraph 111(f) of the Act is replaced by the following:
(f) an acquisition of equity interests in an entity under an agreement in writing that provides for the creation of those equity interests 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 subsection 66(15) of the Income Tax Act, in respect of which the entity has the right to carry out those activities if the entity does not have any significant assets other than that property.
2009, c. 2, s. 437
15. (1) Paragraph 114(1)(b) of the Act is replaced by the following:
(b) two or more entities propose to amalgam-ate in the circumstances set out in subsection 110(4); or
2009, c. 2, s. 437
(2) Subsection 114(3) of the Act is replaced by the following:
Entity whose equity interests are acquired
(3) If a proposed transaction is an acqui-sition of equity interests in an entity and the Commissioner receives information supplied under subsection (1) by a party to the transaction, other than the entity whose equity interests are being acquired, before receiving the information from the entity,
(a) the Commissioner shall immediately notify the entity that the Commissioner has received from that party the prescribed information; and
(b) the entity shall supply the Commissioner with the prescribed information within 10 days after being notified under paragraph (a).
R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 2, s. 33 and par. 37(z.16); 2009, c. 2, s. 438
16. Section 116 of the Act is replaced by the following:
If information cannot be supplied
116. (1) If any of the information required under section 114 is not known or reasonably obtainable, or cannot be supplied because of the privilege that exists in respect of lawyers and notaries and their clients or because of a confidentiality requirement established by law, the entity or individual who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and the reason why it has not been supplied.
If information not relevant
(2) If any of the information required under section 114 could not, on any reasonable basis, be considered to be relevant to an assessment by the Commissioner as to whether the proposed transaction would or would be likely to prevent or lessen competition substantially, the entity or individual who is supplying the information may, instead of supplying the information, inform the Commissioner 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.
If information previously supplied
(2.1) If any of the information required under section 114 has previously been supplied to the Commissioner, the entity or individual who is supplying the information may, instead of supplying it, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has previously been supplied and when it was supplied.
Commissioner may require information
(3) If an entity or individual chooses not to supply the Commissioner with information required under section 114 and so informs the Commissioner in accordance with subsection (2) or (2.1) and the Commissioner or a person authorized by the Commissioner notifies that entity or individual, within seven days after the Commissioner is so informed, that the information is required, the entity or individual shall supply the Commissioner with the information.
R.S., c. 19 (2nd Supp.), s. 45
17. Subsection 117(1) of the Act is replaced by the following:
Saving
117. (1) Nothing in section 114 requires
(a) any individual who is a director of a corporation to supply information that is known to that individual by virtue only of their 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; or
(b) any individual who, in respect of an entity other than a corporation, serves in a capacity similar to that of a director to supply information that is known to that individual by virtue only of their serving in that capacity with respect to an affiliate of the entity that is neither a wholly-owned affiliate nor a wholly-owning affiliate of the entity.
R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 2, par. 37(z.17)
18. Section 118 of the Act is replaced by the following:
Information to be certified
118. The information supplied to the Commissioner under section 114 shall be certified on oath or solemn affirmation as having been examined by one of the following individuals and as being, to the best of that individual’s knowledge and belief, correct and complete in all material respects:
(a) in the case of a corporation supplying the information, by an officer of the corporation or other person duly authorized by the board of directors or other governing body of the corporation;
(b) in the case of an entity other than a corporation supplying the information, by an individual who serves in a capacity similar to that of an officer of a corporation or other individual duly authorized by the governing body of that entity;
(c) in the case of an individual supplying the information, by that individual.
2009, c. 2, s. 439
19. Subsections 123(2) and (3) of the Act are replaced by the following:
Waiving of waiting period
(2) A proposed transaction referred to in section 114 may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner or a person authorized by the Commissioner notifies the parties to the transaction that the Commissioner does not, at that time, intend to make an application under section 92 in respect of that proposed transaction.
Acquisition of equity interests
(3) In the case of an acquisition of equity interests to which subsection 114(3) applies, the periods referred to in subsection (1) shall be determined without reference to the day on which the information required under section 114 is received by the Commissioner from the entity whose equity interests are being acquired.
20. The Act is amended by adding the following after section 127:
Review —subsection 10(1.1) and section 23.1
127.1 (1) Within five years after the day on which this section comes into force, a review of subsection 10(1.1) and section 23.1 and their operation shall be undertaken by a committee of the Senate, of the House of Commons or of both Houses of Parliament that is designated or established for that purpose.
Report
(2) The committee shall cause a report on the review to be laid before each House of Parliament within a reasonable time after the review has been completed.
Published under authority of the Speaker of the House of Commons
Explanatory Notes
Competition Act
Clause 2: (1) New.
(2) Existing text of subsections 2(2) and (3):
(2) For the purposes of this Act,
(a) one corporation is affiliated with another corporation if one of them is the subsidiary of the other or both are subsidiaries of the same corporation 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.
(3) For the purposes of this Act, a corporation is a subsidiary of another corporation if it is controlled by that other corporation.
(3) and (4) Relevant portion of subsection 2(4):
(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
...
(c) a partnership is controlled by a person if the person holds an interest in the partnership that entitles the person to receive more than fifty per cent of the profits of the partnership or more than fifty per cent of its assets on dissolution.
Clause 3: New.
Clause 4: Existing text of subsections 11(2) and (3):
(2) Where the person against whom an order is sought under paragraph (1)(b) in relation to an inquiry is a corporation 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.
(3) No person shall be excused from complying with an order under subsection (1) or (2) on the ground that the testimony, record or other thing or return required of the person may 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.
Clause 5: New.
Clause 6: Relevant portion of subsection 45(6):
(6) Subsection (1) does not apply if the conspiracy, agreement or arrangement
(a) is entered into only by companies each of which is, in respect of every one of the others, an affiliate; or
Clause 7: Existing text of subsection 47(3):
(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.
Clause 8: Existing text of subsection 76(4):
(4) No order may be made under subsection (2) if the person referred to in subsection (3) and the customer or other person referred to in subparagraph (1)(a)(i) or (ii) are principal and agent or mandator and mandatary, or are affiliated corporations or directors, agents, mandataries, officers or employees of
(a) the same corporation, partnership or sole proprietorship; or
(b) corporations, partnerships or sole proprietorships that are affiliated.
Clause 9: (1) Relevant portion of subsection 77(4):
(4) The Tribunal shall not make an order under this section where, in its opinion,
...
(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.
(2) Existing text of subsection 77(5):
(5) For the purposes of subsection (4),
(a) one company is affiliated with another company if one of them is the subsidiary of the other or both are the subsidiaries of the same company or each of them is controlled 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.
Clause 10: Existing text of subsection 90.1(7):
(7) Subsection (1) does not apply if the agreement or arrangement is entered into, or would be entered into, only by companies each of which is, in respect of every one of the others, an affiliate.
Clause 11: (1) Existing text of the definition:
“person” means an individual, body corporate, unincorporated syndicate, unincorporated organization, trustee, executor, administrator or other legal representative, but does not include a bare trustee;
(2) New.
(3) Existing text of subsection 108(2):
(2) For the purposes of this Part, except for the purposes of section 113, one corporation is not affiliated with another 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.
Clause 12: Existing text of subsection 109(2):
(2) For the purposes of this Part, the parties to a proposed acquisition of shares are the person or persons who propose to acquire the shares and the corporation the shares of which are to be acquired.
Clause 13: (1) Relevant portion of subsection 110(3):
(3) Subject to sections 111 and 113, this Part applies in 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) if
(i) the aggregate value of the assets in Canada, determined as of the time and in the manner that is 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 the amount determined under subsection (7) or (8), as the case may be, or
(2) Relevant portion of subsection 110(4):
(4) Subject to subsection (4.1) and section 113, this Part applies in respect of a proposed amalgamation of two or more corporations if 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 the time and in the manner that is 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 the amount determined under subsection (7) or (8), as the case may be; or
(3) Relevant portion of subsection 110(4.1):
(4.1) This Part does not apply in respect of a proposed amalgamation of two or more corporations if one or more of those corporations carries on an operating business or controls a corporation that carries on an operating business, unless each of at least two of the amalgamating corporations, together with its affiliates,
(4) Relevant portion of subsection 110(5):
(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 if one or more of those persons proposes 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 if
Clause 14: Relevant portion of section 111:
111. The following classes of transactions are exempt from the application of this Part:
...
(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 subsection 66(15) 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.
Clause 15: (1) Relevant portion of subsection 114(1):
114. (1) Subject to this Part, the parties to a proposed transaction shall, before the transaction is completed, notify the Commissioner that the transaction is proposed and supply the Commissioner with the prescribed information in accordance with this Part, if
...
(b) two or more corporations propose to amalgamate in the circumstances set out in subsection 110(4); or
(2) Existing text of subsection 114(3):
(3) If a proposed transaction is an acquisition of shares and the Commissioner receives information supplied under subsection (1) by a party to the transaction, other than the corporation whose shares are being acquired, before receiving such information from the corporation,
(a) the Commissioner shall immediately notify the corporation that the Commissioner has received from that party the prescribed information; and
(b) the corporation shall supply the Commissioner with the prescribed information within 10 days after being notified under paragraph (a).
Clause 16: Existing text of section 116:
116. (1) If any of the information required under section 114 is not known or reasonably obtainable, or cannot be supplied because of the privilege that exists in respect of lawyers and notaries and their clients or because of a confidentiality requirement established by law, the person who is supplying the information may, instead of supplying the information, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has not been supplied and the reason why it has not been supplied.
(2) If any of the information required under section 114 could not, on any reasonable basis, be considered to be relevant to an assessment by the Commissioner 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 Commissioner 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.
(2.1) If any of the information required under section 114 has previously been supplied to the Commissioner, the person who is supplying the information may, in lieu of supplying it, inform the Commissioner under oath or solemn affirmation of the matters in respect of which information has previously been supplied and when it was supplied.
(3) Where a person chooses not to supply the Commissioner with information required under section 114 and so informs the Commissioner in accordance with subsection (2) or (2.1) and the Commissioner or a person authorized by the Commissioner notifies that person, within seven days after the Commissioner is so informed, that the information is required, the person shall supply the Commissioner with the information.
Clause 17: Existing text of subsection 117(1):
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.
Clause 18: Existing text of section 118:
118. The information supplied to the Commissioner under section 114 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.
Clause 19: Existing text of subsections 123(2) and (3):
(2) A proposed transaction referred to in section 114 may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner or a person authorized by the Commissioner notifies the persons who are required to give notice and supply information that the Commissioner does not, at that time, intend to make an application under section 92 in respect of the proposed transaction.
(3) In the case of an acquisition of voting shares to which subsection 114(3) applies, the periods referred to in subsection (1) shall be determined without reference to the day on which the information required under section 114 is received by the Commissioner from the corporation whose shares are being acquired.
Clause 20: New.