- News Release 97-058 - Report of the Task Force ... -

July 11, 1997

The Honourable James Peterson, P.C., M.P.
Secretary of State
International Financial Institutions
140 O'Connor Street
21st floor, East Tower
Ottawa, Ontario
K1A 0G5

Dear Minister:

I am pleased to submit, on behalf of the Task Force, the attached Report which responds to your letter of June 24, 1997 requesting the preliminary views of the Task Force on appropriate criteria which the Government should take into account in reviewing particular transactions.

The Report represents the unanimous view of the Task Force on the issues considered.

The Report sets out a framework for consideration of transactions of the type you have asked us to consider. Such transactions exclude the merger of Schedule I banks and any transactions that would require a change to the current 10% ownership rule for Schedule I banks.

We note that you have not asked us to consider specific transactions and we have not done so. We would add that we do not believe such consideration would be within our mandate and, indeed, as we set out in the Report there are others who have the responsibility and the tools to conduct such reviews. The framework we propose is intended to help those with such responsibility to conduct their reviews and their assessments.

The framework contains recommendations of general applicability to such transactions, outlines a process that should be followed by the Director of the Competition Bureau, the Superintendent of Financial Institutions and the Minister of Finance in reviewing specific transactions, and suggests a number of criteria that should be considered in such assessments.

The Report recommends that:

0. a "big shall not buy big" policy, as it affects transactions between entities other than two Schedule I banks, should not have general application and that any such proposed transactions be reviewed for approval on their merits.
1. the impact of mergers on the state of competition (both wholesale and retail) in local or regional markets should be given careful attention and efforts should be made to develop practical operational definitions of such markets.
2. the Director of the Competition Bureau seek, and the parties to such transactions supply, a waiver under Section 29 of the Competition Act that would allow the Director to share information, subject to appropriate arrangements to protect confidentiality, with OSFI and the Department of Finance.
3. the Superintendent of Financial Institutions acting with other appropriate regulatory bodies should, where transactions are approved, put in place at the outset arrangements to ensure that customers are informed, in a meaningful way, of the relationship between the two institutions that would be under common ownership, including appropriate information on the relevant product insurance or compensation plans that apply.

These recommendations are of general applicability to the class of potential transactions we have considered.

In assessing any specific transaction, we suggest a number of criteria that should be applied by the Director, the Superintendent and the Minister. These include Competition, Safety and Soundness, and the Public Interest.

With respect to the public interest, we specify that among the factors that the Minister may wish to consider, he give particular attention to the impact of any proposed transaction on international competitiveness, benefits to customers, employment, the adoption of innovative technologies, and the precedential impact of the transaction.

Our reasoning behind the recommendations and our discussion of the criteria are contained in the Report.

I hope you find the Report helpful and I wish to assure you that members of the Task Force and its staff would be pleased to discuss the analysis and recommendations in this letter with you or your officials.

Pierre Y. Ducros
Interim Chairman

- News Release 97-058 - Report of the Task Force ... -