Canada: Understanding Bill C-11: A Competition Perspective

Last Updated: November 1 2007


Bill C-11, now proclaimed into law, has significantly changed the operation of the Canada Transportation Act (the "CTA"), including changes to the process of notification and review of mergers involving transportation undertakings.

Bill C-11: The History

On May 4, 2006 the Minister of Transport, Infrastructure and Communities ("the Minister") introduced Bill C-11 in the House of Commons. In many respects Bill C-11 copied Bill C-44, which was introduced in the House of Commons in March, 2005 and which was, in turn, largely based on Bill C-26, introduced in February of 2003. While Bills C-26 and C-44 both died on the order paper, Bill C-11 was passed by the House of Commons on February 28, 2007. On June 22, 2007, Bill C-11 received Royal Assent, becoming law and amending the CTA, the Competition Act, and several other acts.

Summary of Bill C-11

When the federal government introduced Bill C-11, it described the proposed legislation as "balancing the interests of communities, consumers, commuters and urban transit authorities with those of air and rail carriers."

Highlights of the amendments include:

  • an updated National Transportation Policy Statement in the CTA;
  • the modification and extension of provisions regarding mergers and acquisitions of air transportation undertakings to all transportation undertakings;
  • a clarification regarding the operation of the Competition Act with regard to international agreements respecting air services and railway rates, tariffs, and services;
  • the creation of a mediation process for disputes concerning federal transportation matters;
  • air transportation specific changes relating to complaints processes, advertising of prices, and the disclosure of terms and conditions of carriage; and
  • railway transportation specific changes relating to resolving complaints and other disputes, the transfer and discontinuance of the operation of railway lines, and the appointment of police constables under the Railway Safety Act.

As the changes to the National Transportation Policy Statement and the mergers and acquisitions provisions are of particular importance to competition issues in the transportation sector, they are discussed further below.

National Transportation Policy Statement

According to the government, the new policy statement in Bill C-11, which amended s. 5 of the CTA, was intended to provide a simpler and clearer articulation of established principles, as well as embracing new objectives, such as security and protection of the environment. In addition, the changes made to the section elevate the importance of competition, which is now included in the opening line of the statement. The statement stipulates that its objectives "are most likely to be achieved when competition and market forces, both within and among the various modes of transportation, are the prime agents in providing viable and effective transportation services". Removed is the more tenuous reference to a reliance on competition and market forces "whenever possible".

The re-articulated pursuit of economic objectives and reliance on competition and market forces are the most obvious elements of the Bill C-11 amendments. The longer-term changes in the country’s transportation systems that will result from these new elements are unclear.

Review of Mergers and Acquisitions

One of the most striking changes to the CTA contained in Bill C-11 is the amendment of the merger and acquisition review provisions, now found in sections 53.1 to 53.6 (previously sections 56.1 to 56.7) of the CTA. These provisions, which previously applied only to transactions involving air transportation, now require that for any transaction involving a transportation undertaking and which requires notification of the Commissioner of Competition (the "Commissioner") under s. 114(1) of the Competition Act, notification is also required to be given to the Minister.

Subsection 114(1) of the Competition Act requires notification of an acquisition, combination or amalgamation involving parties that meet certain asset ("party size") and revenue ("transaction size") thresholds. Under the Competition Act, many transactions are exempt from notification if they receive an Advance Ruling Certificate or a waiver under s. 113(c). It would appear that these transactions do not require notice to the Minister under the amendments of Bill C-11, but this is not entirely clear.

A notice to the Minister must contain the information required to be contained in any notice under s. 114(1) of the Competition Act, as well as information relating "to the public interest as it relates to national transportation" as required by guidelines published by the Minister. The guidelines are to be issued by the Ministry of Transport in consultation with the Competition Bureau.

Where the Minister is of the opinion that the proposed transaction does not raise issues with respect to the public interest as it relates to national transportation, the Minister has up to 42 days following receipt of the notice to inform the applicant. Where the Minister is of the opinion that the proposed transaction does raise issues with respect to the public interest, the Minister may direct the Canadian Transportation Agency (the "Agency") or a third party to examine the relevant issues.

Any transaction raising public interest concerns may not be completed without approval of the Governor in Council. In the case of an air transportation undertaking, the Agency must also determine that the transaction would result in an undertaking that is "Canadian" (as defined in s. 55(1) of the CTA). The Commissioner of Competition is required to report to the Minister regarding any competition aspects of the transaction within 150 days after the Commissioner is notified of the proposed transaction. The Minister is required to make this report public immediately after receiving it.

After receiving the Commissioner’s report the Minister is required to consult with the Commissioner and the parties to the proposed transaction. The parties to the proposed transaction should inform the Minister and Commissioner of any actions they are prepared to undertake to address the public interest and competition concerns raised by the transaction. Before a final recommendation is made by the Minister to inform the federal Cabinet prior to their order, the Commissioner shall comment on the adequacy of any undertakings proposed by the parties to the transaction.

Uncertainties and Issues

There are many uncertainties surrounding the application of the Bill C-11 amendments, including:

  • Because the term "transportation undertaking" is undefined in the CTA, what is the scope of that term for the purposes of s. 53.1(1)? For example, will the term apply to all businesses that transport goods or people or only those that provide such services to third parties? Will the term apply to all types of transportation undertakings or only those that have a national dimension?
  • What criteria will be applied in determining whether a transaction raises public interest issues, thus triggering a public interest review?
  • How will a public interest review mesh with existing regulation of certain transportation undertakings under the CTA, reviews of acquisitions by non-Canadians under the Investment Canada Act, and current reviews by the Commissioner under the Competition Act?

Hopefully, these and other uncertainties will be clarified when regulations and guidelines contemplated by the amendments are issued.

The impact of changes to the merger review provisions introduced by Bill C-11 will only become evident after several review processes have played themselves out in full. Until that time, Bill C-11's creation of a new, untested and uncertain bureaucratic review process may provide a disincentive effect upon potential transportation mergers. Apart from substantially enabling government review of transportation transactions, by placing ultimate discretion in the hands of the federal Cabinet, Bill C-11 is likely to introduce political considerations into the review process. What effect this will have on operators, shippers, and customers remains to be seen.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
23 Oct 2018, Other, Toronto, Canada

Dentons and SheEO are coming together for an evening of #radicalgenerosity on October 23, 2017. Meet Vicki Saunders, Founder of SheEO, and learn about how SheEO is changing the landscape for female entrepreneurs.

23 Oct 2018, Seminar, Montreal, Canada

Dentons is pleased to invite you to join us for a breakfast seminar as part of the Les Matinées Dentons series on issues relevant to you and your business.

24 Oct 2018, Other, Toronto, Canada

If you build it, claims may come. Join the Dentons Construction group for breakfast and an informative discussion on current topics in construction law.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions