Canada’s Amended Merger Review Process: Key Takeaways After Two Years

Significant amendments to the merger review provisions of the Competition Act came into force in June 2024 – the most substantial overhaul of Canada’s merger review framework in decades. Key changes included (i) new rebuttable structural presumptions that treat mergers as presumptively unlawful if they exceed certain market share or concentration thresholds, (ii) an extended limitation period, and (iii) a new remedial standard.

Now, two years on, we assess the Competition Bureau’s (Bureau’s) merger review activity and timelines using data from the public merger review tracker (current to July 10, 2026) and its Performance Measurement and Statistics Report (current to its 2025–26 fiscal year ending March 31, 2026). We observe, directionally, the following:

• The Bureau is classifying more transactions as “complex,” and complex transactions are taking slightly longer to review, at an average of 42.9 days (compared with an average of 37.8 days in the three years prior to the amendments).
• That said, the Bureau’s timing to review non-complex transactions remains relatively consistent with historical norms and is much faster (at an average of 10.85 days).
• The number of transactions that received a Supplementary Information Request (SIR) is slightly higher, with an annual average of 12.5 transactions over the past two years, compared with an annual average of 10 transactions for the three years prior to the amendments. However, the risk of a SIR post-amendments may be understated, given that in the last fiscal year, parties involved in seven transactions have chosen to “pull and refile” their notifications, a significant increase over pre-amendment levels. As pulling and refiling restarts the statutory waiting period, this strategy is often used to try to avoid the issuance of a SIR (or narrow its scope).
• Merging parties are increasingly more likely to receive clearance in the form of a No-Action Letter rather than an Advance Ruling Certificate (ARC). An ARC provides relatively greater comfort that the Bureau cannot subsequently challenge the transaction on the basis of the same facts.
• The number of transactions that result in remedies pursuant to a negotiated consent agreement, or are subject to challenge, remains low. However, several merger reviews have been ongoing for more than 200 days, and it may be that the Bureau is continuing to evaluate its options in respect of at least some of these transactions.
• The implications of the new remedial standard have yet to be confirmed. The first contested merger case to be heard post-amendments that may shed more light on the new standard is currently before the Competition Tribunal. 

We review these trends in more detail below.

The Bureau Is Classifying More Mergers as Complex

When a merger is notified, the Bureau will classify it as either “non-complex” or “complex.” The Bureau’s classification has implications for its non-binding service standard period (expected time to review the transaction). The service standard is 14 days for non-complex transactions and 45 days for complex transactions (unless a SIR is issued). The Bureau may pause the service standard period if the parties fail to provide sufficient information or take too long to respond to an information request. 

According to the Bureau’s statistics, in the two years since the amendments, the Bureau has been classifying a higher percentage of transactions as complex. More specifically, 45% of transactions notified n the last fiscal year and an average of 42% over the past two years have been classified as complex compared with an average of 32% over the three years prior to the amendments. 

Although it is possible that since the amendments, relatively more of the transactions that have been notified to the Bureau raise substantive competition concerns, this does not appear to be the case as the percentage of transactions subject to a negotiated remedy in the past two years has remained consistently low at less than 2%. 

Time to Review Complex Transactions Slightly Longer

The Bureau’s typical timing to complete its review of complex transactions is now slightly longer, with the average number of days required to complete a complex review increasing from 37.8 days on average for the three years prior to the amendments (and a low of 36.3 days in 2023) to an average of 42.9 days over the past two years (with a high of 48.11 days for the most recent six-month period).

The number of SIRs has also increased over the past two years – from an average of 10 per year in the three years prior to the amendments to an average of 12.5 over the past two years. A SIR is typically issued where the transaction raises more complex substantive considerations. When a SIR is issued, the statutory waiting period is extended to 30 days after compliance with the SIR. Typically, transactions that result in a SIR will require several months to clear. 

Although the number of SIRs has increased, the risk of receiving a SIR or a related delay may be higher than these data suggest, given that there were seven “pull and refiles” of merger notifications in the past fiscal year. Parties will typically pull and refile a notification to try to avoid a SIR (or at least narrow its scope), even though it restarts the waiting period. The Bureau’s most recent performance report identified the number of pull and refiles for the first time. However, based on prior public remarks by Bureau officials, we understand that over the past two years, there have been a total of 13 pull and refiles, whereas for the four years prior to that, the total pull and refiles was six for all four years. These results suggest that since the amendments, parties have increasingly perceived that the risk of receiving a SIR (or a relatively more extensive SIR) warrants restarting the waiting period and providing more time to persuade the Bureau to clear the transaction either without a SIR or with a SIR of more limited scope.

As the pull and refile strategy restarts not only the statutory waiting period, but also the service standard period, we expect that the Bureau’s performance statistics similarly reflect a restarted “clock” with respect to the number of days to review. As a result, for the thirteen complex transactions that were pulled and refiled in the past two years, the full time to review (measured from the initial filing) would have been substantially longer than the reported average.

On the positive side, the Bureau’s typical timing to complete non-complex merger reviews remains relatively consistent with pre-amendment patterns, suggesting that the Bureau is still able to triage non-complex transactions quickly, with an average review time of 10.85 days in the last fiscal period. 

Type of Clearance Granted: Fewer ARCs, More No-Action Letters

The Bureau’s more circumspect approach to evaluating transactions is also reflected in the type of clearance it is granting. In particular, in the three years prior to the amendments, the Bureau had, on average, issued ARCs for about 50% of notified transactions. Over the past two years, this percentage has declined to less than 40%.

ARCs are the highest form of comfort that the Bureau can provide to merging parties. An ARC prevents the Commissioner of Competition from subsequently challenging the transaction on the basis of substantially the same information that was previously provided. The issuance of a No-Action Letter (NAL), confirms that the Bureau does not intend to challenge the transaction at that time. However, a NAL does not prevent the Bureau from challenging the transaction during the limitation period (which is one year for notified transactions).

Although the overwhelming majority of notified transactions receive either a NAL or an ARC, for a relatively small percentage of transactions, the Bureau issues neither a NAL nor an ARC, leaving the parties to close at their own risk. These transactions (13 in the last year – or about 5%) are included as “other” transactions in the Bureau’s merger registry. The registry also lists several transactions with reviews that have extended beyond 200 days as “ongoing.” The Bureau may still be evaluating next steps, including possible challenges, in respect of some of these mergers.

What About the New Remedial Standard?

Where the Competition Tribunal finds that a merger is likely to result in a substantial lessening or prevention of competition, the Competition Act now provides that the Competition Tribunal may make an order “to preserve the level of competition” that would prevail “but for the merger.” Prior court decisions had established that the objective of an order under the pre-amendment merger provisions was to restore competition to the point at which it is no longer substantially less than it was before the merger.

Bureau officials have expressed scepticism that behavioural remedies (e.g., commitments to take certain actions) and/or “mix and match” divestitures (where assets of the purchaser and vendor are combined) could satisfy this new standard. The Bureau’s views are likely to inform its position of an acceptable remedy in any negotiated consent agreement. That said, it remains to be seen how the Competition Tribunal will interpret this change. It will also be particularly important to consider the proper “but for” counterfactual (which may not be the pre-merger status quo). Indeed, the Bureau’s most recent challenge to the Keyera/Plains transaction may shed light on the proper approach to a remedy (if a remedy is, in fact, required). In that case, the Bureau’s notice of application requests the dissolution of the transaction as its preferred remedy. 

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