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or markets or control the production orsupply of a product are "per se" criminaloffences which do not require any actuallessening of competition to have resultedfrom the arrangement.Most complaints regarding breaches of theCompetition Act arise from businesscompetitors and consumers. Complaints arefiled with the Competition Bureau, whichthen examines them to determine if theyraise a concern under the Competition Act.If the Bureau determines that there isevidence of a possible contravention, aformal inquiry may be opened. Based on theBureau’s determination, suspected criminaloffences are referred to the AttorneyGeneral of Canada for possible prosecutionbefore the criminal courts. Civil law mattersare referred to the Competition Tribunal, aspecialized administrative tribunal which isindependent of government and is chairedby a judge. The Tribunal has the power toissue injunctions and remedial orderspreventing practices that are likely tosubstantially reduce competition.The Competition Act also establishes anumber of trade practices and activities thatcan be reviewed by the CompetitionTribunal. These activities include the refusalby a supplier to sell its product to anotherparty, consignment selling, exclusivedealing, market restrictions, tied selling,abuse of dominant position and deliveredpricing. Administrative monetary penalties ofup to $10 million for the first offence and upto $15 million for subsequent offences havebeen recently introduced for abuse ofdominant position offences. A civil actionmay also be commenced by a person whohas suffered damage as a result of anotherparty’s breach of the provisions of theCompetition Act.Merger RegulationThe Competition Act (under its civilreviewable conduct provisions discussedbelow) applies to mergers involving theacquisition of control over, or significantinterest in, the whole or part of an existingCanadian business (whether anincorporated or unincorporated business) ofa competitor, supplier, customer or otherperson, whether directly or indirectly andwhether by Canadian or non-Canadianentities, by share or asset purchase, or byamalgamation or otherwise (“Mergers”).Large proposed Mergers are subject toformal advance notification requirements(which must be accompanied by a $50,000filing fee) that must be satisfied before theMerger can be completed where the socalled“size of the parties” and “size of thetransaction” thresholds are both met. The“size of the parties” threshold is met if theparties to the transaction (together with theiraffiliates) have assets in Canada or anannual gross revenue from sales in Canadaexceeding $400 million. The “size of thetransaction” threshold is met if (1) the valueof the acquired assets (or where shares areacquired the value of the target’s assets inCanada) exceed $82 million, adjustedannually or (2) the annual gross revenue (inor from Canada) generated by those assetsexceed $82 million, adjusted annually. Aswell, in the case of share purchasetransactions, the proposed transaction mustresult in the acquiror holding at least 20% ofthe shares of a public corporation or 35% ofthe shares of a private corporation. ThereTrade and Business Conduct Regulation44