Can you close a deal before the Competition Act waiting period ends?

The waiting period is a floor, and a specific notice is the only exit

Section 123(1) sets the default: a proposed transaction “shall not be completed before the end of (a) 30 days after the day on which the information required … has been received by the Commissioner, if the Commissioner has not, within that time, required additional information … or (b) 30 days after the day on which the information required under subsection 114(2) has been received …, if the Commissioner has … required additional information.” Section 123(2) is the waiver: the transaction “may be completed before the end of a period referred to in subsection (1) if, before the end of that period, the Commissioner … notifies the parties … that the Commissioner does not, at that time, intend to make an application under section 92.” No notice, no early closing — regardless of how confident the parties are that the deal will clear.

The Tribunal can also freeze a closing before the waiting-period question is even argued

Section 100(1)(b) lets the Tribunal issue an interim order where it “finds, on application by the Commissioner, that the completion of the proposed merger would result in a contravention of section 114,” and s.100(3.1) makes the freeze automatic the moment the application is filed: “If an application for an interim order is made under subsection (1) in respect of a proposed merger, the merger shall not be completed until the application has been disposed of by the Tribunal.” That freeze takes effect before either side has argued the underlying question.

Closing anyway has real, court-ordered consequences

Section 123.1(1) lets a court act against a person who, “without good and sufficient cause, the proof of which lies on the person, has completed or is likely to complete a proposed transaction before the end of the applicable period referred to in section 123.” The remedies include dissolving the merger or ordering a disposal of assets or shares, plus “an administrative monetary penalty in an amount not exceeding $10,000 for each day” of non-compliance — and the burden of proving good and sufficient cause sits with the person who closed early, not with the Commissioner.

Where this plays out in the Case Files

• • A deal that closed inside the thirty days on the strength of a Commissioner's notice under s.123(2)
• • A closing driven by a financing drop-dead date that wasn't the date that actually controlled when the deal could lawfully close
• • A scheduled closing frozen by a s.100 interim order on the day the Commissioner applied, before anyone argued the point

Sources

• • Competition Act s.123 — s.123(1) the waiting period, s.123(2) the Commissioner's notice that waives it. Fetched and confirmed against the marginal note “Time when transaction may not proceed.”
• • Competition Act s.100 — s.100(1)(b) the interim-order trigger, s.100(3.1) the automatic freeze on filing.
• • Competition Act s.123.1 — the failure-to-comply remedies: dissolution, disposal orders, and the per-day administrative monetary penalty with a reversed burden of proof.
• • Treadstone Law — regulatory approval as a closing condition on an Ontario business sale — adjacent: general background on structuring closing timelines around a regulatory condition; it does not address the s.123/s.123.1 mechanics above.