Competition Bureau seeks public input on mergers to promote ‘openness’

Agency concedes there is ‘potential for misuse’

The Competition Bureau wants to know what you think about proposed mergers, soliciting input from the public through an online form.

This week, the independent law enforcement agency invited members of the public to comment on French-language bookstore chain Renaud-Bray’s proposed acquisition of Quebecor Inc.’s Groupe Archambault retail business. The Competition Bureau made a similar invitation for public input during its review of Postmedia Network Canada Corp.’s acquisition of Quebecor’s Sun Media Englishlanguage newspapers, which closed in April.

In an email, Competition Bureau spokeswoman Melanie Beauchesne said the invitations for input are part of a three-year plan to “increase collaboration and openness.” She said members of the public are welcome to submit input through the form in relation to any merger review, even if the bureau doesn’t explicitly ask for it.

Brian Facey, chairman of the competition, antitrust and foreign investment group at Blake, Cassels & Graydon LLP, said the bureau needs to be on the lookout for potential abus- es. Competitors could submit complaints to try to derail a merger, or customers could threaten to file a complaint unless the merging companies give them a deal.

“The bureau has to be very careful,” Facey said. “Like any new tool, it’s going to have to be tested and considered carefully, because there’s a potential for misuse.”

The Competition Bureau has a mandate to review proposed mergers to make sure they won’t lessen competition. They agency routinely contacts customers of the firms that want to merge to factcheck their proposal and ask how an acquisition would affect them.

Paul Collins, head of the competition and foreign investment group at Stikeman Elliott LLP, said things get complicated when the merging firms’ customers are consumers, as opposed to other businesses.

For example, two steel companies that merge would be able to produce a definitive list of their clients, but anybody could visit a book store or buy a newspaper at any time.

“When you have a merger where the customers are Joe and Jane Public, who does the bureau talk to? That’s the challenge they face,” he said. “I understand the rationale for it.”

In the course of soliciting input from the public, however, Collins said the Competition Bureau is likely to end up with an inbox full of complaints that have nothing to do with competition.

For example, people might be concerned the merger will cause workers to lose their jobs, or dislike the fact a foreign company is buying a Canadian one.

Staff at the Competition Bureau should be able to sort out the irrelevant complaints, Collins said.

But if the appeal is successful and thousands of people fill out the form, that could be a significant addition to the agency’s workload.

“Be careful what you wish for,” Collins said.