May 29, 2015 — OTTAWA, ON — Competition Bureau
Parrish and Heimbecker, Limited (P&H), an agri‑business company, has agreed to adopt a compliance program designed to better ensure that it follows the law after its failure to notify the Competition Bureau of two proposed acquisitions, as required by the Competition Act.
P&H management immediately reported the situation to the Bureau once they found that P&H had failed to notify the Bureau of the proposed acquisitions. In the light of P&H’s voluntary reporting and the immediate measures it took, the Bureau was of the view that P&H should adopt a compliance program to ensure it complies with the Act in the future.
P&H worked cooperatively with the Bureau to develop a broad compliance program covering more than the pre‑merger notification requirements. Among other things, P&H agreed to:
- Ensure that employees are familiar with the Act;
- Appoint two senior executives as Compliance Officers who will be responsible for the development, implementation and maintenance of the compliance program;
- Seek a legal opinion on all proposed transactions exceeding $5 million in value to determine if they are subject to pre‑merger notification; and
- Inform the Bureau of the progress being made on the implementation of the compliance program.
The Bureau is satisfied that, in this case, these measures are sufficient to remedy the failures to notify and to mitigate the likelihood of future contravention of the Act. Compliance with the law ensures competitive markets, spurring innovation and economic activity that benefits businesses and delivers lower prices and more choice to consumers.
- P&H is a privately‑held Canadian corporation involved in many aspects of agri‑business, including grain procurement and merchandising, flour milling, animal nutrition, poultry farming and food processing.
- In general, the Bureau must be given advance notice of proposed transactions when the target’s assets in Canada or revenues from sales in or from Canada generated from those assets exceed $86 million, and when the combined Canadian assets or revenues of the parties and their respective affiliates in, from or into Canada exceed $400 million.
- Failure to notify a transaction that meets these thresholds may result in serious consequences under the Act.
- Implementing a corporate compliance program is not required under the Act. It is, however, recommended that businesses take a proactive approach and reduce their risk of involvement in anti‑competitive activities by putting in place a credible and effective corporate compliance program.
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