Budget Implementation Act, 2009 (S.C. 2009, c. 2)
Full Document:
Assented to 2009-03-12
Marginal note:R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 2, s. 31, c. 31, s. 53(F)
437. Subsections 114(1) to (3) of the Act are replaced by the following:
Marginal note:Notice of proposed transaction
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
(a) a person, or two or more persons pursuant to an agreement or arrangement, propose to acquire assets in the circumstances set out in subsection 110(2), to acquire shares in the circumstances set out in subsection 110(3) or to acquire an interest in a combination in the circumstances set out in subsection 110(6);
(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).
Marginal note:Additional information
(2) The Commissioner or a person authorized by the Commissioner may, within 30 days after receiving the prescribed information, send a notice to the person who supplied the information requiring them to supply additional information that is relevant to the Commissioner’s assessment of the proposed transaction.
Marginal note:Contents of notice
(2.1) The notice shall specify the particular additional information or classes of additional information that are to be supplied.
Marginal note:Corporation whose shares are acquired
(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).
Marginal note:R.S., c. 19 (2nd Supp.), s. 45; 1999, c. 2, par. 37(z.16)
438. Subsection 116(1) of the Act is replaced by the following:
Marginal note:Where 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 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.
Marginal note:1999, c. 2, s. 35
439. Section 123 of the Act is replaced by the following:
Marginal note:Time when transaction may not proceed
123. (1) A proposed transaction referred to in section 114 shall not be completed before the end of
(a) 30 days after the day on which information required under subsection 114(1) has been received by the Commissioner, if the Commissioner has not, within that time, required additional information to be supplied under subsection 114(2); or
(b) 30 days after the day on which the information required under subsection 114(2) has been received by the Commissioner, if the Commissioner has within the 30-day period referred to in paragraph (a) required additional information to be supplied under subsection 114(2).
Marginal note: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 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.
Marginal note:Acquisition of voting shares
(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.
Marginal note:Failure to comply
123.1 (1) If, on application by the Commissioner, the court determines that a person, without good and sufficient cause, the proof of which lies on the person, has completed or is likely to complete a proposed transaction before the end of the applicable period referred to in section 123, the court may
(a) order the person to submit information required under subsection 114(2);
(b) issue an interim order prohibiting any person from doing anything that it appears to the court may constitute or be directed toward the completion or implementation of the proposed transaction;
(c) in the case of a completed transaction, order any party to the transaction or any other person, in any manner that the court directs, to dissolve the merger or to dispose of assets or shares designated by the court;
(d) in the case of a completed transaction, order the person to pay, in any manner that the court specifies, an administrative monetary penalty in an amount not exceeding $10,000 for each day on which they have failed to comply with section 123, determined by the court after taking into account any evidence of the following:
(i) the person’s financial position,
(ii) the person’s history of compliance with this Act,
(iii) the duration of the period of non-compliance, and
(iv) any other relevant factor; or
(e) grant any other relief that the court considers appropriate.
Marginal note:Purpose of order
(2) The terms of an order under paragraph (1)(d) shall be determined with a view to promoting conduct by the person that is in conformity with the purposes of this Part and not with a view to punishment.
Marginal note:Unpaid monetary penalty
(3) The amount of an administrative monetary penalty imposed under paragraph (1)(d) is a debt due to Her Majesty in right of Canada and may be recovered as such from the person in a court of competent jurisdiction.
Definition of “court”
(4) In this section, “court” means the Tribunal, the Federal Court or the superior court of a province.
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