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Inside Internal Controls

News and discussion on implementing risk management

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Mergers and acquisitions

Efficiencies in merger reviews: Competition Bureau issues draft model timing agreement

On July 16, 2019, the Competition Bureau (Bureau) issued a draft model timing agreement for use in the review of unconsummated mergers where the parties intend to rely on the efficiencies defence under section 96 of Canada’s Competition Act (Act).

 

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New 2019 Competition Act and Investment Canada Act merger review thresholds

Certain types of transactions that exceed prescribed thresholds require pre-merger notification under Canada’s Competition Act. Such transactions cannot be completed until notice has been given to the Commissioner of Competition and the statutory waiting period has expired or, alternatively, has been terminated early or waived by the Commissioner. One of these thresholds, the transaction-size threshold, is subject to an annual index adjustment.

 

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Supreme Court of Canada issues landmark merger and efficiencies decision

The Supreme Court of Canada released its long awaited decision in Tervita Corporation et al v. Commissioner of Competition. In a 6-1 decision, the SCC allowed Tervita’s appeal and set aside the divestiture order made by the Competition Tribunal and upheld by the Federal Court of Appeal (FCA). The SCC agreed with the FCA’s conclusion that the merger would likely result in a substantial prevention of competition, but overruled the conclusions of the Tribunal and the FCA that the merger was not saved by the efficiencies defence.

 

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