3. Realization on Credit Transaction Entered in the Ordinary Course of Business An acquisition of collateral or receivables or an acquisition resulting from foreclosure or default or forming part of a debt workout is exempt if made by a creditor in or pursuant to a credit transaction entered into in good faith in the ordinary course of business.
4. Certain Non-Corporate Joint Ventures
5. Canadian Resource Property
A non-corporate joint venture is exempt if it meets the following three-part test: i. all the proposed parties to the joint venture are parties to an agreement in writing (or intended to be put in writing) that requires one or more of them to contribute assets and governs a continuing relationship between them; ii. no change in control over any party to the joint venture would result from the formation of the joint venture; and iii. the joint venture agreement restricts the range of activities that may be carried on by the
An acquisition of a “Canadian resource property” (as defined in subsection 66(15) of the Canadian Income Tax Act ) is exempt if, as a condition of the transfer, the acquirer agrees to incur expenses to carry out exploration or development activities with respect to the property, subject to certain conditions. A similar exemption applies to 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 persons acquiring them incur expenses to carry out exploration of, or development activities regarding, a Canadian resource property, in respect of which the entity has the right to carry out those activities (provided that the entity does not have any significant assets other than that resource property).
joint venture and contains provisions that allow for its orderly termination.
The Bureau takes the view that this exemption does not apply to joint ventures in a corporate form.
If no exemption applies, the proposed transaction is subject to mandatory pre-notification. Proceed to the following section for guidance on notification and clearance.
If any of the exemptions above apply, pre-merger notification is not mandatory .
Caveat: If a transaction is designed to avoid the application of the pre-merger notification provisions, the provisions will apply to the substance of the transaction. This anti-avoidance provision was added to the Competition Act in 2022, but has yet to be applied by the Bureau or interpreted by the Tribunal.
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Pre-Merger Notification Guide
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