The Competition Bureau has released a template for merger consent agreements, with the intention of providing more transparency and predictability to businesses engaged in the merger review process. The consent agreement template sets out the key provisions that the Bureau deems necessary to address the competitive issues before approving the transaction.
When the Bureau is concerned about the potential anti-competitive effects of a proposed merger, it can opt to negotiate a consent agreement instead of challenging the transaction in a contested proceeding. A consent agreement sets out a list of actions that parties to the merger will implement in order to remedy the anti-competitive effects of the transaction, which typically include a divestiture of assets. Once the consent agreement is registered with the Competition Bureau, the Commissioner of Competition will issue a No Action Letter, allowing the merger to proceed.
The template is only suitable for cases where divestiture is the primary remedy. For stand-alone behavioural or other remedies, it is best to refer to recent cases for sample language.