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On May 30, 2012, in
R v Global Fuels, the Court of Québec interpreted for
the first time the new section 22.2 of the Criminal
Code(the Code) regarding the criminal liability of
organizations. Section 22.2 makes corporations liable for the
actions of a "senior officer". Section 1 of the Code
defines "senior officer" as a representative who plays an
important role in the establishment of an organization's
policies or is responsible for managing an important aspect of the
organization's activities and in the case of a body corporate,
includes a director, its chief executive officer and its chief
financial officer. The Court held that the term "senior
officer "encompasses more than the individuals who form the
directing minds of the corporation under the identification
doctrine which had previously governed corporate liability (see Canadian Dredge and Dock Co v. The Queen.
The Supreme Court of Canada had previously characterized a
"directing mind" as follows (The Rhone v The Peter AB Widener: at 526):
"The key factor which distinguishes directing minds from
normal employees is the capacity to exercise decision-making
authority on matters of corporate policy, rather than merely to
give effect to such policy on an operational basis...."
The Court of Québec's ruling in R v Global
Fuels, which ordered Global Fuels Inc. (Global), to stand
trial on the charge of having conspired to fix the price of gas in
breach of the Competition Act, interpreted the term
"senior officer" to encompass more than the
"directing minds" of the corporation (at para 84):
"[UnofficialTranslation] To determine whether a person is a
senior manager, the court may consider not only the person's
title in the business, but also the duties he performs and the
extent of his authority. The court must also measure the importance
of the activities that the individual manages on behalf of the
company."
The Court further explained that whether a person has an
"important role" in establishing policies or in managing
an important aspect of the organization's activities is a
"question of fact requiring the court to examine, through all
the evidence presented, the entire organizational structure and
activities of the corporation to reach a conclusion."
[UnofficialTranslation]
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On April 29, 2013, the Government of Canada tabled its budget implementation bill, the Economic Action Plan 2013 Act, which includes proposed amendments to the Investment Canada Act, particularly in relation to state-owned enterprises.
Following its approval in December 2012 of two high-profile transactions involving foreign state-owned enterprises acquiring Canadian businesses, the Canadian government announced new policies that would guide the minister of industry in applying the Investment Canada Act (ICA) to subsequent similar transactions.
On April 18, 2013 before Justice L.D. Ratushny of the Ontario Superior Court of Justice, a Japanese supplier of motor vehicle components, Yazaki Corporation ("Yazaki") pleaded guilty to three counts of bid-rigging, in violation of subsection 47(2) of the Competition Act.
In cases heard barely two weeks apart, Canada’s Competition Bureau obtained record-setting fines against two Japanese auto parts suppliers that pleaded guilty to bid-rigging charges.
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