Advance ruling certificate (ARC)

An ARC is a certificate that parties to a proposed transaction ask the Commissioner of Competition for, so the request comes before closing. It sits beside pre-merger notification, and whether a deal must be notified at all is a separate question; see when a business sale becomes a notifiable transaction.

What the Act says

Section 102(1) of the Competition Act lets the Commissioner issue the certificate where the Commissioner is satisfied by a party or parties to a proposed transaction that there would not be sufficient grounds to apply to the Tribunal under section 92. Under section 103, if the transaction is substantially completed within one year after the certificate is issued, the Commissioner shall not apply to the Tribunal under section 92 solely on information that is the same or substantially the same as the information on which the certificate was issued.

What to confirm

• Whether the request is in lieu of a notification: the Competition Bureau says parties may then not close without also receiving a waiver
• Whether closing can happen inside the one-year period in section 103
• What the Bureau says about deals with neither a notification nor an ARC request: it may challenge them for up to three years after closing