Waiting period (Competition Act merger review)

A waiting period is a pause the Competition Act builds into a notifiable transaction. It applies to a proposed transaction for which the parties must notify the Commissioner of Competition under section 114 before closing. Until the period ends, section 123 says the proposed transaction shall not be completed, subject to the early-completion rule in section 123(2). Whether a deal is notifiable is a separate question; see whether buying a partnership interest triggers notification.

How the period runs

Under section 123(1), the period ends 30 days after the Commissioner receives the information required under section 114(1). If the Commissioner required additional information within that time under section 114(2), it ends 30 days after that information is received. Section 123(3) changes how the period is counted for certain acquisitions of equity interests. The Competition Bureau describes the first stretch as an initial 30-day waiting period. Section 123(2) allows early completion if, before the period ends, the Commissioner or an authorized person notifies the parties that the Commissioner does not, at that time, intend to make an application under section 92.

What to ask

• Whether the deal is notifiable at all, which the thresholds and exemptions in the Act decide
• On what date the Commissioner received the information, and whether a request for more has followed
• Whether the purchase agreement’s closing date leaves room for the period to end
• Whether the parties have received a notice under section 123(2)

Section 123.1 lets a court, on the Commissioner’s application, make orders where a person has completed, or is likely to complete, a proposed transaction early without good and sufficient cause. See also pre-merger notification.