Commerce Amendment Act 1976
Commerce Amendment Act 1976
Commerce Amendment Act 1976
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Commerce Amendment Act 1976
Public Act |
1976 No 67 |
|
Date of assent |
7 December 1976 |
|
Contents
An Act to amend the Commerce Act 1975
BE IT ENACTED by the General Assembly of New Zealand in Parliament assembled, and by the authority of the same, as follows:
1 Short Title
This Act may be cited as the Commerce Amendment Act 1976, and shall be read together with and deemed part of the Commerce Act 1975 (hereinafter referred to as the principal Act).
2 Title of principal Act amended
The principal Act is hereby amended by repealing the Title, and substituting the following Title:
“An Act to promote the interests of consumers and the effective and efficient development of industry and commerce through the encouragement of competition, to prevent the mischiefs that may result from monopolies, mergers, and takeovers and from trade practices, to prevent strikes and lockouts against the public interest, and to provide for the regulation, where necessary, of the prices of goods and services”
.
3 General objects
The principal Act is hereby amended by inserting, after section 2, the following section:
“2a
“(1)
In the performance or exercise of their functions, powers, and duties under this Act, the Commission, Examiner, and the Secretary shall be guided by the following objects:
“(a)
The promotion of the interests of consumers:
“(b)
The promotion of the effective and efficient development of industry and commerce:
“(c)
The need to secure effective competition in industry and commerce in New Zealand:
“(d)
The need to encourage improvements in productivity and efficiency in industry and commerce in New Zealand:
“(e)
The economic policies of the Government as transmitted in writing from time to time to the Commission by the Minister and as published by him in the Gazette.
“(2)
Nothing in subsection (1) of this section shall be construed as affecting or limiting any specific criteria or considerations to which due regard is required to be had under any provision of this Act; and no decision of the Commission or of the Examiner or of the Secretary shall be liable to be challenged, reviewed, quashed, or called in question in any Court on the ground of alleged failure to be guided by the objects listed in subsection (1) of this section:
“Provided that in any appeal the Commission or the Court, as the case may be, shall be guided by those objects to the extent that it considers them appropriate to the subject-matter of the appeal.”
4 Commerce Commission
Section 3 of the principal Act is hereby amended by repealing subsection (2), and substituting the following subsections:
“(2)
The Commission shall consist of 4 or more members (of whom at least one shall be a barrister or solicitor of the Supreme Court of not less than 5 years’ standing).
“(2a)
The members of the Commission shall be appointed by the Governor-General on the recommendation of the Minister, which recommendation shall, in the case of any person who is a barrister or solicitor, be given only after consultation by the Minister with the Minister of Justice.”
5 Deputy Chairman and acting Chairman
(1)
The principal Act is hereby amended by inserting, after section 3, the following section:
“3a
“(1)
In any case in which the Chairman becomes incapable of acting by reason of illness, absence, or other sufficient cause or during any vacancy in the office of Chairman, or if the Chairman deems it not proper or desirable that he should adjudicate on any specified matter, the Deputy Chairman shall have and may exercise all the powers, functions, and duties of the Chairman.
“(2)
In any case in which the Chairman or the Deputy Chairman becomes incapable of acting by reason of illness, absence, or other sufficient cause, or if the Chairman or the Deputy Chairman deems it not proper or desirable that he should adjudicate on any specified matter, the Minister may by writing appoint an ordinary member or members of the Commission to act for the Chairman and, as the case may require, the Deputy Chairman for the period or purpose stated in the appointment:
“Provided that no appointment shall be made of any ordinary member to act as the Chairman if the Deputy Chairman may act in place of the Chairman for that period or for the purpose to be stated in the appointment.
“(3)
Any member of the Commission appointed to act for the Chairman or the Deputy Chairman under subsection (2) of this section shall, while he acts as such, be deemed to be the Chairman or, as the case may require, the Deputy Chairman and shall have and may exercise all the powers, functions, and duties of that office for the period or for the purpose stated in the appointment.
“(4)
No appointment of a member of the Commission to the office of Chairman or Deputy Chairman and no acts done by him as such, and no act done by the Commission while any member is acting as such, shall in any proceedings be questioned on the ground that the occasion for the appointment had not arisen or had ceased.”
(2)
Section 3(4) of the principal Act is hereby consequentially repealed.
6 Quorum at meetings of Commission
Section 6 of the principal Act is hereby amended by repealing subsection (5) and the proviso to that subsection, and substituting the following subsection:
“(5)
At any meeting of the Commission, or of any separate Division of the Commission acting pursuant to section 7(1) of this Act, the quorum necessary for the transaction of business shall be 3 members.”
7 Chairman may direct Commission to sit in Divisions
(1)
Section 7(1) of the principal Act is hereby amended by omitting the words “with the concurrence of the Minister”
.
(2)
Section 7 of the principal Act is hereby amended by repealing the proviso to subsection (2).
(3)
Section 7(6) of the principal Act is hereby amended by omitting the words “with the concurrence of the Minister”
, and substituting the words “by writing signed by him”
.
8 New sections substituted
(1)
The principal Act is hereby amended by repealing sections 14 and 15, and substituting the following sections:
“14 Parties to proceedings
“(1)
In any proceedings before the Commission, the Commission shall allow to appear and be represented any person who applies to the Commission for leave to appear or be represented and who, in the opinion of the Commission, is either—
“(a)
A person who justly ought to be heard; or
“(b)
A person whose appearance or representation will assist the Commission in its consideration of the subject-matter of the proceedings.
“(2)
In any proceedings under Part II or Part III of this Act, the Examiner, and in any proceedings under Part IV of this Act, the Secretary, shall be entitled to appear and be represented without application in that behalf.
“(3)
Every application made under subsection (1) of this section shall be made in writing within such time before the hearing of the proceedings as may be specified in that behalf by the Commission in the notice of the proceedings or within such further time as the Commission may allow, and shall state the grounds upon which it is made.
“(4)
Where any two or more persons who have applied for leave under subsection (1) of this section and who have qualified or would qualify to appear and be represented pursuant to that subsection have, in the opinion of the Commission, interests in the proceedings which are substantially the same, the Commission may, after consulting with those persons and notwithstanding anything in subsection (1) of this section, give leave to one of them to appear and be heard in the proceedings as representing all of those persons or any two or more of them.
“(5)
Any person appearing or represented in any proceedings pursuant to subsection (2) of this section or pursuant to leave granted under subsection (1) or subsection (4) of this section shall be a party to the proceedings.
“15 Representation of parties
“(1)
Every person who is granted leave under section 14 of this Act to appear and be represented in any proceedings before the Commission as a person who justly ought to be heard and the Secretary or the Examiner, as the case may be, may appear in person or by his counsel, solicitor, or agent, and shall have the right to adduce evidence and to cross-examine witnesses.
“(2)
Any other person who is granted leave under section 14 of this Act to appear and be represented in any proceedings before the Commission may appear in person or by his counsel, solicitor, or agent and shall have the right to make submissions but may adduce evidence and cross-examine witnesses only with the leave of the Commission.
“(3)
Where any party to any proceedings or any person has furnished any information, particulars, or documents to the Commission or to any party for the purpose of the proceedings, the Commission may, before or during the hearing and subject to such terms and conditions as it thinks fit, order any party to the proceedings, or the person who furnished the information, particulars, or documents to supply some or all of the information, particulars, or documents to the counsel, solicitor, or agent of any party to the proceedings or to any other named person. Any terms or conditions imposed by the Commission may relate not only to the supply of the information, particulars, or documents but also to the use that is made of the information, particulars, or documents.
“(4)
Every person commits an offence against this Act who acts in contravention of any order made under subsection (3) of this section or of any term or condition of any such order.”
(2)
The principal Act is hereby further amended:
(a)
By omitting from section 9(3)(a), the word “inquiry”
, and also the word “inquiries”
, and substituting in each case the word “proceedings”
:
(b)
By omitting from section 9(3)(b) the words “of the evidence or other proceedings in any inquiry held by it”
, and substituting the words “of any proceedings before it”
:
(c)
By omitting from section 12(1) the words “inquiry or investigation conducted by the Commission under this Act”
, and substituting the words “investigation, inquiry, or other proceedings conducted by the Commission under this Act, the Commission or”
:
(d)
By omitting from section 13(3) the word “inquiry”
in both places where it occurs, and substituting in each case the word “proceedings”
.
9 Incriminating answers
Section 17(3) of the principal Act is hereby amended by omitting the words “any of the provisions of this Act or the Economic Stabilisation Act 1948 or the Commercial Trusts Act 1910 or the Control of Prices Act 1947 or the Trade Practices Act 1958 or the Consumer Information Act 1969”
, and substituting the words “section 125 or section 126 of this Act”
.
10 Employees of Commission
(1)
The principal Act is hereby further amended by inserting, after section 17, the following section:
“17a
“(1)
Subject to the provisions of this section, the Commission may from time to time appoint—
“(a)
An Executive Officer; and
“(b)
Such other officers and employees, including acting or temporary or casual officers and employees, as it thinks necessary for the efficient carrying out of its functions, powers, and duties under this Act or any other Act.
“(2)
The Commission may at any time remove any of its officers or employees from his office or appointment.
“(3)
The number of officers and employees who may be appointed under subsection (1)(b) of this section, whether generally or in respect of any specified duties, shall from time to time be determined by the Commission in agreement with the State Services Commission.
“(4)
Officers and employees of the Commission shall be employed on such terms and conditions of employment and shall be paid such salaries and allowances as the Commission from time to time determines in agreement with the State Services Commission.
“(5)
The Commission shall subsidise or contribute to the National Provident Fund or any other fund or scheme established with the approval of the Minister of Finance for the purpose of providing superannuation or retiring allowances for its officers and employees.
“(6)
No person shall be deemed to be employed in the service of Her Majesty for the purposes of the State Services Act 1962 or the Superannuation Act 1956 by reason of his appointment under this section.
“(7)
Any determination under subsection (4) of this section shall take effect on such date (whether the date thereof or any earlier or later date) as may be specified therein. If no date is so specified the determination shall take effect on the date thereof.”
(2)
Section 18 of the principal Act is hereby amended by repealing subsections (2) and (3).
(3)
Notwithstanding the provisions of subsections (1) and (2) of this section, the Department may, until the 31st day of March 1977, provide the Commission with such staff and services as may be agreed on between the Commission and the Secretary. Any staff so provided shall be deemed to have continued their employment in the Public Service as officers of the Department, and shall be paid such salaries and allowances and be employed on such terms and conditions as may be determined by the State Services Commission.
11 Money to be appropriated by Parliament for purposes of this Act
The principal Act is hereby amended by inserting, after section 19, the following section:
“19a
All fees, salaries, allowances, and other expenditure payable or incurred under or in the administration of this Act shall be payable out of money to be appropriated by Parliament for the purpose.”
12 Trade practices deemed contrary to the public interest
(1)
Section 21(2)(b) of the principal Act is hereby amended by omitting the words “paragraphs (a), (b), (d), (f), or (h) of”
.
(2)
Section 21(4) of the principal Act is hereby amended by inserting, after the word “mentioned”
, the words “in paragraph (e) or”
.
(3)
Section 21(4) of the principal Act is hereby further amended by repealing paragraph (a), and substituting the following paragraph:
“(a)
Be guided by the need to secure effective competition in industry and commerce in New Zealand; and”.
13 Trade practices against which Commission may make orders
(1)
Section 23 of the principal Act is hereby amended by inserting, after paragraph (k) of subsection (1), the following paragraph:
“(ka)
Any refusal to lend money by way of mortgage or otherwise to any person except on condition that the person seeking the loan purchases from the lender, or from a person nominated by the lender, other services which are associated with the loan but which may be adequately performed by persons other than the lender or his nominee:”.
(2)
Section 23 of the principal Act is hereby further amended by inserting, after subsection (6), the following subsection:
“(6a)
For the purposes of paragraph (ka) of subsection (1) of this section, a refusal of the kind described in that paragraph shall be deemed to have occurred if the terms upon which the lender lends or is prepared to lend money to a person who does not accept the condition are more onerous than those upon which the lender would lend money, in circumstances of lending which are otherwise alike or similar, to a person who does accept the condition.”
(3)
Section 23 of the principal Act is hereby further amended by inserting, after subsection (10), the following subsection:
“(10a)
Notwithstanding anything in subsection (8) or subsection (10) of this section, any member of a trade association who expressly notifies the association in writing that he dissociates himself entirely from any agreement made by that association or, as the case may be, that he will not take action or will refrain from action of a kind referred to in any express or implied recommendation made by that association, shall not, in the absence of proof to the contrary, be deemed to be a party to that agreement or, as the case may be, a member of the association who has agreed to comply with the recommendation:
“Provided that nothing in this subsection shall limit the powers conferred on the Commission by section 22 of this Act.”
(4)
Section 50 of the principal Act is hereby consequentially amended by adding the following subsection:
“(3)
Nothing in this section shall apply with respect to any trade practice of the kind described in section 23(1)(ka) of this Act.”
14 Commission may make orders against multiple wholesaling
(1)
The principal Act is hereby amended by inserting, after section 23, the following section:
“23a
“(1)
Subject to the provisions of this section, where the Commission is of the opinion that a trade practice of the type described in subsection (2) of this section is being carried on or is about to be carried on and that the continuance or repetition or introduction of the practice is or would be contrary to the public interest, the Commission may exercise, in relation to that practice or intended practice, any of the powers conferred on it by paragraphs (a) to (c) of section 22(1) of this Act.
“(2)
The trade practice referred to in subsection (1) of this section is the selling of the same goods by two or more wholesalers in succeeding transactions and the resale of the goods to a retailer.
“(3)
For the purposes of subsection (2) of this section, a manufacturer shall not be treated as a wholesaler unless he performs the function of a wholesaler.
“(4)
For the purpose of determining whether the effect of any transactions undertaken or proposed to be undertaken in the course of a trade practice of the type described in subsection (2) of this section are or would be contrary to the public interest, the Commission shall, in addition to the matters set out in section 21 of this Act, have such regard as it thinks fit to:
“(a)
The number of wholesalers who have sold or are likely to sell the goods between the point of importation or supply and their sale to the retail trade:
“(b)
The function performed by each wholesaler in relation to the functions performed by the other wholesalers (or any of them) of the goods in question:
“(c)
The aggregate margin or mark-up applied by all the wholesalers who have sold the goods in question, as between the landed-cost or the into-store cost or the manufacturer’s selling price, as the case may be, of the goods, and the selling price of the goods to the retailer, and—
“(i)
The proportion of that aggregate applied by the individual wholesalers; and
“(ii)
That aggregate as compared with the aggregate margin or mark-up hitherto being applied in respect of goods of that kind sold by one or more wholesalers under similar marketing conditions; or the aggregate margin or mark-up prevailing in respect of goods of the same kind (if any) sold under comparable conditions by one or more wholesalers:
“(d)
The retail prices that would obtain for those goods if they were distributed otherwise than under the trade practice:
“(e)
Whether the goods are taken into store by each wholesaler:
“(f)
The cost of freight incurred by each wholesaler:
“(g)
Any other matter the Commission thinks relevant.
“(5)
No order shall be made under subsection (1) of this section except in accordance with the provisions of sections 38 to 47 of this Act, and all the provisions of those sections and of subsections (2) to (7) of section 22 and of sections 24 and 25 of this Act shall apply with all necessary modifications as if:
“(a)
Every trade practice of the type described in subsection (2) of this section were a trade practice described in section 23(1) of this Act:
“(b)
Every reference in those provisions to section 21 of this Act included a reference to subsection (4) of this section:
“(c)
Every order made under subsection (1) of this section were an order made under section 22 of this Act”
(2)
Section 20(a) of the principal Act is hereby consequentially amended by inserting, after the words “section 23”
, the words “or section 23a”
.
(3)
Section 57 of the principal Act is hereby repealed.
15 Approvable trade practices
(1)
Section 27(3) of the principal Act is hereby amended by adding the following paragraph:
“(c)
Any trade practice that is expressly authorised by any other Act.”
(2)
Section 40 of the principal Act is hereby amended by inserting, after subsection (4), the following subsection:
“(4a)
In any case where the Examiner, in reporting in accordance with subsection (1)(a) of this section, recommends to the Commission that any application—
“(a)
Be approved; or
“(b)
Be dealt with in accordance with any agreement reached as a result of action taken under section 39(2) of this Act and satisfies the Commission that all persons who would be bound by the implementation of the recommendation concur with the recommendation,—
the Commission may dispense with an inquiry under section 41 of this Act.”
16 Individual resale price maintenance arrangements
(1)
The principal Act is hereby amended by repealing section 28, and substituting the following section:
“28
“(1)
After the 1st day of April 1977, no person shall be a party to any agreement or arrangement between a wholesaler and a retailer by which the wholesaler agrees to sell goods to the retailer on the condition that the prices charged by the retailer or the conditions of sale affecting prices on which he sells shall be the prices or conditions of sale stipulated by the wholesaler or to any agreement or arrangement between a wholesaler and a retailer by which the retailer agrees to comply with any such condition (except an agreement or arrangement which complies with subsection (4) of this section), or operate any such agreement or arrangement, unless—
“(a)
The particular agreement or arrangement has been approved by the Commission pursuant to section 29 of this Act; and
“(b)
Any conditions imposed by the Commission under that section are being observed.
“(2)
Subsection (1) of this section shall apply in respect of any agreement or arrangement of the type described in that subsection to the extent that the agreement or arrangement is carried on in New Zealand, notwithstanding that one or more of the parties to the agreement or arrangement does not carry on business in New Zealand.
“(3)
Subsection (1) of this section shall apply to any agreement or arrangement of the type described in that subsection whether or not the agreement or arrangement is intended to be enforceable by legal proceedings.
“(4)
Subsection (1) of this section shall not apply in respect of any agreement or arrangement of the type described in that subsection and the approval of the Commission to the agreement or arrangement shall not be required, if—
“(a)
The agreement or arrangement is one under which the resale prices nominated are maximum prices only and under which the retailer or prospective retailer incurs or would incur, as the case may be, no sanctions of any kind if he charges or proposes to charge resale prices less than the prices nominated under the agreement or arrangement; and
“(b)
Every price list sent by the wholesaler to the retailer or prospective retailer with respect to the nominated retail price contains, in a prominent position and in prominent and legible characters, a statement to the following effect:
‘The resale price set out or referred to herein is a recommended maximum price only and a lower price may be charged without the risk of incurring sanctions of any kind’; and
“(c)
The wholesaler has given particulars of the agreement or arrangement to the Examiner together with a copy of the price list which is in operation at the time of the giving of the particulars and which incorporates a statement in accordance with paragraph (b) of this subsection.
“(5)
Nothing in this section shall apply to any trade practice expressly authorised by any other Act.
“(6)
Notwithstanding that any agreement or arrangement to which subsection (1) of this section applies complies with subsection (4) of this section, the Commission may, at any time after conducting an inquiry or dispensing with an inquiry following a report made by the Examiner after investigation by him in accordance with sections 38 to 40 of this Act, make an order with respect to that agreement or arrangement if it finds it is or is likely to be contrary to the public interest in terms of section 21 of this Act. All the provisions of section 22 and of sections 24, 25, and 41 of this Act shall apply with all necessary modifications as if the agreement or arrangement were described in section 23(1) of this Act.
“(7)
Every person commits an offence against this Act who acts in contravention of subsection (1) of this section.”
(2)
Section 27 of the principal Act is hereby consequentially amended by omitting from subsection (3)(b)(i) the words “section 28(3)”
and “section 28(3)(a)”
, and substituting in each case the words “section 28(4)”
.
17 Transitional provision in respect of individual resale price maintenance agreements and collective pricing practices
The principal Act is hereby further amended by repealing section 30, and substituting the following section:
“30
“(1)
Where before the 1st day of April 1977 application for the approval of the Commission of any individual resale price maintenance agreement or arrangement being carried on before the commencement of the Commerce Amendment Act 1976 is made under section 29 of this Act; or where application for approval of a collective pricing practice was made before the 1st day of January 1973 under section 18a of the Trade Practices Act 1958; but the application and any appeal from the decision of the Commission on the application have not been determined before the 1st day of April 1977, then, without limiting any other provision of this Act in relation to that agreement, arrangement, or practice, it shall not be an offence against section 27 or section 28 of this Act for the parties concerned to carry on the agreement, arrangement, or practice without change in its nature pending the determination of the application or any such appeal if those parties comply with such requirements as the Commission may impose in respect of the notification, implementation, or extent of—
“(a)
Any increase in the prices of any goods or services to which the agreement, arrangement, or practice applies, or in the margins or mark-ups included in any such prices, or in the terms of any pricing formula used in the calculation of any such prices; or
“(b)
Any variation in the selling terms of any such goods or services.
“(2)
Nothing in subsection (1) of this section shall affect the provisions of section 93 of this Act or the powers of the Secretary or the Commission under Part IV of this Act or the exercise by an appropriate pricing authority, the Commission, or any other person of any power in relation to the prices of goods or services conferred under any of the Acts specified or prescribed in the First Schedule to this Act.”
18 Definition of pyramid selling scheme extended
(1)
Section 31(1)(c) of the principal Act is hereby amended by omitting the words “(not being transactions between the promoter and a participant or between participants)”
.
(2)
Section 31 of the principal Act is hereby amended by inserting, after subsection (6), the following subsection:
“(6a)
In subsection (1)(b) of this section any reference to the supply of goods or services to or for other persons under transactions effected by a participant shall be construed as including a reference to the supply of goods or services to other persons pursuant to—
“(a)
An arrangement of the type commonly known as a chain letter arrangement; or
“(b)
Any other arrangement effected by a participant whereby the goods or services are supplied only upon those other persons effecting one or more like transactions or arrangements with a further person or further persons.”
19 Profiteering in goods and services
(1)
The principal Act is hereby amended by repealing section 54, and substituting the following section:
“54
“(1)
Every person commits an offence against this section who, whether as principal or agent, and whether by himself or his agent, sells or agrees or offers to sell any goods or services in the course of trade at a price which is unreasonably high.
“(2)
In determining, in the course of any proceedings for an offence against this section, whether or not the price of any goods is or was unreasonably high, no account shall be taken of—
“(a)
The cost to the seller or, as the case may be, to his principal, which has been or which would be involved in replacing those goods for the purposes of his business; or
“(b)
The into-store costs or the landed cost of any other goods; or
“(c)
The selling price of any other goods or services sold by the seller or his principal.
“(3)
Where the price of the goods has been fixed or approved under Part IV of this Act and the cost of replacing those goods has been specifically admitted in the determination of that price, paragraph (a) of subsection (2) of this section shall not apply.
“(4)
Subject to subsection (5) and subsection (7) of this section, for the purposes of this section, the price at which any goods or services are sold or agreed to be sold or offered for sale shall, unless the contrary is proved, be deemed to be unreasonably high if at the time of sale, agreement, or offer, the price at which the goods or services are sold or agreed to be sold, or offered for sale, as the case may be, is 20 percent or more above the prevailing price for—
“(a)
In the case of goods, goods of the same kind sold by comparable traders under similar conditions of sale and purchase; or
“(b)
In the case of services, services of the same kind or of a similar nature performed under similar conditions of supply and sale.
“(5)
Where in any proceedings for an offence against this section it is, in the opinion of the Court, not practicable, by reason of the absence of goods or services of the same kind or of the absence of comparable sellers or of any other fact, to calculate a prevailing price for the purposes of subsection (4) of this section, the price of the goods or services shall be deemed to be unreasonably high if it produces, or is calculated to produce, more than a fair and reasonable rate of commercial profit to the person selling, or agreeing or offering to sell, those goods or services, or to his principal.
“(6)
For the purpose of determining a fair and reasonable rate of commercial profit under subsection (5) of this section, the Court shall have such regard as it thinks fit to:
“(a)
In the case of a manufacturer of goods or a supplier of services, the margin of net profit expressed as a percentage of the total costs incurred by the manufacturer of the goods or by the supplier of the services compared with that applied by manufacturers of similar goods or suppliers of similar services; and
“(b)
In the case of a wholesaler (other than a manufacturer) or a retailer of goods, the gross margin of profit applied by the wholesaler or the retailer to the into-store cost or the landed cost or the factory selling price of the goods (in the case of goods not taken into store) compared with the gross margin of profit applied by other wholesalers or retailers of goods of a similar class sold under comparable conditions; and
“(c)
Any other factor relating to the transaction in question.
“(7)
In any prosecution for an offence against this section, it shall be a defence if the defendant proves that the price, although exceeding the limits set out in subsection (4) of this section, did not produce or would not produce, with reference to subsection (6) of this section, more than a fair and reasonable rate of commercial profit in relation to proven costs reasonably incurred and fairly applicable in respect of the particular transaction or proposed transaction, to the person selling, or agreeing or offering to sell, those goods or services, or to his principal.
“(8)
Notwithstanding anything in subsection (4) of this section, the Court may, if it thinks fit, after having regard to the margin obtained on the particular transaction in terms of subsection (6) of this section and any other relevant factors, determine for the purposes of this section that a price less than the price calculated in accordance with that subsection is unreasonably high.
“(9)
This section shall not apply in relation to—
“(a)
The prices of any livestock; or
“(b)
The prices attained at any sale of goods by way of auction; or
“(c)
The prices of any class of goods or services or any description of goods or services which are for the time being specified by the Minister, by notice in the Gazette, as a class or description of goods or services to which this section shall not apply.”
(2)
Section 55 of the principal Act is hereby amended by omitting the word, “mark-up,”
.
(3)
Section 56 of the principal Act is hereby repealed.
20 New sections inserted
(1)
The principal Act is hereby amended by inserting, after section 55, the following sections:
“55a Conciliation procedure where profiteering alleged
“(1)
No prosecution for an offence against section 54 of this Act shall be commenced except with the leave of the Chairman of the Commission on the application of the Examiner in accordance with this section.
“(2)
Leave shall be granted under subsection (1) of this section only upon the Chairman of the Commission being satisfied that the requirements imposed on the Examiner by this section have been complied with.
“(3)
Subject to section 55b of this Act, before the Examiner applies for leave under subsection (1) of this section for the prosecution of any person, a notice in writing shall be served by the Examiner on that person—
“(a)
Informing him of the alleged offence and the facts alleged to constitute the offence; and
“(b)
Inviting him to make his views in respect of the alleged offence known to the Examiner by serving on the Examiner, within a period to be specified in the notice (being a period of not less than 14 days after the service of the notice on that person), a written reply—
“(i)
Setting out those views; and
“(ii)
Stating whether or not he admits that if the offence alleged was committed he is a proper defendant; and
“(iii)
Stating whether or not he is prepared to confer with the Examiner.
“(4)
If any such person serves a written reply in accordance with subsection (3)(b) of this section in which he both admits that if the offence alleged was committed he is a proper defendant and states that he is prepared to confer with the Examiner, the Examiner shall, unless he is then satisfied that it is not a proper case for investigation, serve on that person a notice in writing inviting him, within a period to be specified in the notice (being a period of not less than 14 days after the service of the notice on him), to confer with the Examiner for the purpose of discussing the views set out in the reply and, if appropriate, entering into an agreement in writing whereby the consequences of the offence, if any, will be mitigated as far as practicable and the repetition of the facts alleged to constitute an offence will be avoided.
“(5)
An agreement entered into under subsection (4) of this section for the purpose of mitigating the consequences of any offence may contain provisions under which:
“(a)
The seller agrees to refund part of the purchase price to the buyer or buyers of the goods or the services:
“(b)
In the case of goods, the seller agrees to refund to the buyer or buyers the whole of the purchase price of the goods in exchange for the return of the goods in reasonable condition.
“(6)
The Examiner may apply for leave under subsection (1) of this section if—
“(a)
Any person on whom a notice has been served under subsection (3) of this section does not—
“(i)
Serve on the Examiner within the period specified in the notice, or within such further period as the Examiner may allow, a written reply complying with subparagraphs (i) to (iii) of paragraph (b) of that subsection; or
“(ii)
Include in his reply both an admission that if the offence alleged was committed he is a proper defendant and an offer to confer with the Examiner; or
“(b)
Any such person fails to confer with the Examiner within the period specified in the notice served on that person under subsection (4) of this section inviting him to do so, or within such further period as the Examiner may allow; or
“(c)
After the Examiner has conferred with any person who has accepted an invitation under subsection (4) of this section, the Examiner considers that—
“(i)
A satisfactory agreement cannot be entered into under that subsection; or
“(ii)
There has been an undue delay in entering into an agreement; or
“(iii)
Having regard to all the circumstances, the person should be prosecuted; or
“(d)
Any person with whom an agreement has been entered into under subsection (4) of this section has failed to comply with the terms of the agreement.
“(7)
In any proceedings involving a prosecution for an offence to which subsection (1) of this section applies, the question whether any condition set out in section 55b of this Act or in subsections (3) to (6) of this section has been satisfied, or whether any requirement set out in that section or those subsections has been complied with, shall not be raised, and no reference shall be made to the fact that any negotiations have or have not taken place, or to the nature and content of any such negotiations, or to any admission made for the purposes of any such negotiations, or to any refusal or failure to confer with the Examiner, or to the application of any other provision of subsections (3) to (6) of this section.
“(8)
Any notice under this section may be served on any person, other than the Examiner, by delivering it personally to the person on whom it is to be served or by leaving it, or sending it by post in a registered letter addressed to him, at his usual or last known place of abode or business in New Zealand.
“(9)
Any notice under this section may be served on the Examiner by delivering it personally to the Examiner, or by leaving it, or sending it by post in a registered letter addressed to him, at his office.
“(10)
If a notice is sent by post in the manner prescribed by subsection (8) or subsection (9) of this section, it shall be deemed to be served at the time at which the letter would have been delivered in the ordinary course of post; and in proving service of any such notice it shall be sufficient to prove that it was properly directed, and that it was duly put into the post office as a registered letter.
“(11)
The Examiner shall from time to time report to the Commission on investigations undertaken under this section.
“55b Chairman of Commission may authorise immediate prosecution
The Chairman of the Commission may on the application of the Examiner authorise him to commence a prosecution for an offence against section 54 of this Act without complying with section 55a of this Act if the Chairman considers that an immediate prosecution is justified or necessary.”
(2)
The principal Act is hereby amended:
(a)
By omitting from section 20(d) the expression “57”
, and substituting the expression “54”
:
(b)
By omitting from section 22(7)(c) the expression “53”
, and substituting the expression “54”
:
(c)
By omitting from subsections (1) and (5) of section 60 the words “section 56, or section 57”
in both places where they occur:
(d)
By omitting from subsections (1) and (2) of section 129 the words, “section 56, section 57,”
in both places where they occur.
21 Penalties
Section 58 of the principal Act is hereby amended:
(a)
By omitting from subsection (1) the words “section 51, section 52, section 54, section 56, or section 57”
:
(b)
By omitting from subsection (2) the words “section 27, section 28, section 48, or section 49”
, and substituting the words “section 22(6), section 27, section 28, section 48, section 49, section 51, section 52, or section 54”
.
22 New Part III substituted
The principal Act is hereby amended by repealing Part III, and substituting the following Part:
“Part III “Monopolies, Mergers, and Takeovers
“Monopolies
“61 Investigations into monopolies by Examiner
(1)
Where the Examiner has reasonable cause to believe—
“(a)
That there may exist in New Zealand or in any part of New Zealand—
“(i)
Any monopoly or oligopoly of the supply of any goods or services or of any particular description of goods or services or of both goods and services; or
“(ii)
Any circumstances that are tending or may tend to bring about any such monopoly or oligopoly; and
“(b)
That the existence of any such monopoly or oligopoly or of any such circumstances may be contrary to the public interest in terms of section 80 of this Act,—
he may commence a preliminary investigation into the existence of the monopoly, oligopoly, or circumstances.
“(2)
The Examiner may commence a preliminary investigation under subsection (1) of this section on his own motion or on the complaint or at the request of any person.
“(3)
Where, after making a preliminary investigation pursuant to subsection (1) of this section, the Examiner—
“(a)
Is of the opinion that there exists in New Zealand or in any part of New Zealand any monopoly, oligopoly, or circumstances, of the kind described in subsection (1) of this section; and
“(b)
Forms the provisional view that the existence of that monopoly or oligopoly or of those circumstances is or is likely to be contrary to the public interest, he shall, subject to subsection (4) of this section, by notice in the Gazette, notify his intention to report to the Commission concerning the matter after full investigation in terms of subsection (5) of this section.
“(4)
Before publishing a notice under subsection (3) of this section, the Examiner shall give to the person or persons who, in his opinion, is or are carrying on the monopoly or oligopoly or whose actions are, in his opinion, fundamental to any such circumstances as aforesaid, written notice of his intention to report to the Commission concerning the matter. The notice shall specify a date (which shall be not less than 10 working days after the date on which the written notice is given) on or before which that person or those persons may make written representations to the Examiner with respect to his intention.
“(5)
Where any notice is published under subsection (3) of this section, the Examiner shall commence a full investigation into all relevant aspects of the matter and, subject to section 62 of this Act, shall report to the Commission under section 63 of this Act.
“62 Conciliation
(1)
Where, after a full investigation pursuant to section 61(5) of this Act, the Examiner is of the opinion:
“(a)
That there exists in New Zealand or in any part of New Zealand any monopoly, oligopoly, or circumstances, of the kind described in subsection (1) of that section; and
“(b)
That the existence of that monopoly or oligopoly or of those circumstances is or is likely to be contrary to the public interest,—
he shall serve on the person or persons who in his opinion is or are carrying on the monopoly or oligopoly or whose actions are, in his opinion, fundamental to any such circumstances as aforesaid, a written statement complying with subsection (2) of this section.
“(2)
The statement required to be served pursuant to subsection (1) of this section shall—
“(a)
Set out the facts or actions on which the Examiner’s opinion is based; and
“(b)
State, by reference to section 80 of this Act, the grounds on which he bases his opinion that the existence of the monopoly or oligopoly or of the circumstances is or is likely to be contrary to the public interest; and
“(c)
Invite each person served with the statement to reply in writing within 28 days after the service of the notice on him stating:
“(i)
Whether or not he accepts the Examiner’s opinion; and
“(ii)
Whether or not he is prepared to take steps to remedy or remedy substantially the situation that gave rise to the Examiner’s opinion.
“(3)
Where—
“(a)
The statement required by subsection (1) of this section is served on only one person and that person does not reply in accordance with subsection (2)(c) of this section; or
“(b)
The statement required by subsection (1) of this section is served on more than one person and no person served with that statement replies in accordance with subsection (2)(c) of this section—
the Examiner shall forthwith report to the Commission in accordance with section 63 of this Act.
“(4)
Where the person, or, as the case may be, any one or more of the persons, on whom a statement has been served under subsection (1) of this section replies to that statement within the specified time, the Examiner, if he considers that that person or those persons, as the case may be, might agree to take steps to remedy or remedy substantially the situation that gave rise to the Examiner’s opinion, shall invite that person or those persons to confer with him for the purpose of reaching agreement on a recommendation to be made by the Examiner to the Commission with respect to the action which the Commission may take under section 65 or section 66 of this Act.
“(5)
In any case where the Examiner invites any person to confer with him under subsection (4) of this section he may, if he considers it necessary for the purpose of reaching agreement with that person, allow 15 working days from the date of inviting that person to confer with him, or such longer period as the Examiner in special circumstances thinks fit, before reporting to the Commission in accordance with section 63 of this Act.
“63 Report after investigation
(1)
If, as a result of any investigation under section 61(5) of this Act, the Examiner, after having regard to any action taken under section 62 of this Act, is of the opinion—
“(a)
That there exists in New Zealand or in any part of New Zealand any monopoly, oligopoly, or circumstances, of the kind described in section 61(1) of this Act; and
“(b)
That the existence of that monopoly or oligopoly or of those circumstances is or is likely to be contrary to the public interest; and
“(c)
That the appropriate action to be taken by the Commission concerning that monopoly or oligopoly or those circumstances is the making of an order under section 65 of this Act or the making of a recommendation under section 66 of this Act or the making of both such an order and such a recommendation,—
he shall furnish to the Commission a report showing the matters specified in subsection (2) of this section.
“(2)
Every report of the Examiner under subsection (1) of this section shall show:
“(a)
The nature of the monopoly or oligopoly or of such circumstances as aforesaid:
“(b)
The person or persons involved:
“(c)
By reference to section 80 of this Act, the grounds on which he bases his opinion that the existence of the monopoly or oligopoly or of such circumstances is or is likely to be contrary to the public interest:
“(d)
The result of the action taken by the Examiner under section 62 of this Act:
“(e)
A recommendation concerning the action which he considers the Commission should take under any provision of section 65 or section 66 of this Act:
“(f)
Whether or not the person, or any of the persons, involved in the monopoly, oligopoly, or circumstances have concurred in that recommendation.
“(3)
If, on completing any investigation under section 61(5) of this Act, the Examiner, after having regard to any action taken under section 62 of this Act,—
“(a)
Doubts whether there exists, or does not consider that there exists, a monopoly or oligopoly or circumstances, of the kind described in section 61(1) of this Act; or
“(b)
Is of the opinion that there exists a monopoly or oligopoly or circumstances, of the kind described in section 61(1) of this Act, but doubts whether it is or is likely to be contrary to the public interest or does not consider that it is or is likely to be contrary to the public interest,—
he shall furnish to the Commission a report showing the matters specified in subsection (4) of this section.
“(4)
Every report of the Examiner under subsection (3) of this section shall show:
“(a)
A summary of the facts disclosed by the investigation and his opinions or doubts or both with regard to the relevant matters:
“(b)
The person or persons involved:
“(c)
The nature and extent of the investigations conducted by the Examiner and the result of any discussions held with the person, or any of the persons, involved:
“(d)
The result of the action taken under section 62 of this Act:
“(e)
Such other matters as the Examiner considers relevant.
“(5)
On receiving a report made pursuant to subsection (3) of this section in respect of any matter the Commission may decide not to conduct an inquiry into that matter under section 64 of this Act.
“(6)
In any case where the only action recommended by the Examiner pursuant to paragraph (e) of subsection (2) of this section is the making of an order under section 65 of this Act and the Examiner satisfies the Commission that all persons who would be bound by the order agree to the making of the order, the Commission, if it agrees with the recommendation, may dispense with an inquiry under section 64 of this Act.
“64 Inquiry by Commission
“(1)
Upon receipt of a report made to the Commission under section 63 of this Act, the Commission shall conduct an inquiry into the matter dealt with in the report unless, in respect of that matter, it decides, under subsection (5) of that section, not to conduct an inquiry or unless it decides, under subsection (6) of that section, to dispense with an inquiry.
“(2)
At any inquiry under this section the Commission shall determine—
“(a)
Whether there exists in New Zealand or in any part of New Zealand any monopoly or oligopoly or circumstances, of the kind described in section 61(1) of this Act; and
“(b)
Whether the existence of any such monopoly or oligopoly or any such circumstances found by the Commission to exist is or is likely to be contrary to the public interest in terms of section 80 of this Act.
“(3)
The Commission shall fix a date and place for the holding of the inquiry and shall publish notice thereof in the Gazette and in such newspapers as it thinks fit.
“(4)
The Commission shall also give notice in writing of the date and place fixed by it for the holding of the inquiry—
“(a)
To the Examiner; and
“(b)
To every person who appears to the Commission to be carrying on the reported monopoly or oligopoly or whose actions appear to the Commission to be fundamental to any such circumstances as aforesaid; and
“(c)
To such other persons as it thinks fit.
“(5)
Before beginning the hearing of any inquiry under this section, the Commission shall give to every person given notice of the inquiry pursuant to subsection (4)(b) of this section a copy of the report made by the Examiner under section 63 of this Act and shall, in the notice given pursuant to that subsection or in a separate notice, as it thinks fit, specify a time within which the person to whom the copy is given shall give to the Commission a written reply commenting on, agreeing with, or disputing any of the contents, findings, or recommendations of the report.
“(6)
A copy of every reply given to the Commission in response to a notice under subsection (5) of this section shall be given by the Commission to the Examiner.
“65 Orders and decisions of Commission
“(1)
Subject to the provisions of this Act, where the Commission, after holding an inquiry or after dispensing with an inquiry under section 63(6) of this Act, determines—
“(a)
That there exists in New Zealand or in any part of New Zealand any monopoly, oligopoly, or circumstances, of the kind described in section 61(1) of this Act; and
“(b)
That the existence of that monopoly or oligopoly or of those circumstances is or is likely to be contrary to the public interest in terms of section 80 of this Act,—
the Commission may make one or more of the orders described in subsection (2) of this section.
“(2)
An order may be made under subsection (1) of this section—
“(a)
Requiring any person to dispose of his business or any part of it, or to restrict or limit the area within which he carries on business or any specified business or to restrict or limit the extent to which he carries on business or any specified business:
“(b)
Requiring any person to terminate or cease to be a party to any agreement, arrangement, or undertaking, or to refrain from applying any business practice or method of trading, either wholly or to such extent or in such manner as may be specified in the order:
“(c)
Declaring any monopoly or oligopoly or circumstances to be unlawful and requiring any person who, in the opinion of the Commission, is concerned in the existence of the monopoly or oligopoly or circumstances, to take such action, including steps for the dissolution of any body corporate or unincorporate or the severance of any connection or of any form of association between 2 or more persons, including any such bodies, as the Commission considers necessary.
“(3)
Any order made under subsection (1) of this section may—
“(a)
Apply to all persons or to all persons belonging to any class or group of persons or to one or more specified persons:
“(b)
Prescribe such requirements as the Commission may consider necessary to achieve the objects of that order, and specify the persons by whom the terms of the order or of any such requirement shall be complied with, and the times within which, and the conditions subject to which, those terms of that requirement shall be complied with by any such person.
“(4)
Where the Commission determines—
“(a)
That the existence in New Zealand or in any part of New Zealand of any monopoly, oligopoly, or circumstances, of the kind described in section 61(1) of this Act, has not been established; or
“(b)
That the existence of any monopoly, oligopoly, or circumstances, of the kind described in section 61(1) of this Act, is not or is not likely to be contrary to the public interest in terms of section 80 of this Act,—
it shall publish that decision in the Gazette.
“(5)
Every order made under subsection (1) of this section shall be published in the Gazette and shall come into force on such date as is specified in that behalf in the order, being a date not earlier than the date within which an appeal may be made under section 81 of this Act.
“66 Commission may recommend other action
“(1)
In any case where the Commission may make an order under section 65(1) of this Act, the Commission, instead of or in addition to the making of an order under that section and if it considers it in the public interest, may—
“(a)
Where any goods or services to which the monopoly, oligopoly, or circumstances relate are not for the time being subject to price control in accordance with section 82 of this Act, recommend to the Minister that he exercise his power under that section in order to subject any such goods or services to price control:
“(b)
Recommend to the Minister that he exercise any powers conferred on him in respect of the control of imports by any Order in Council made under section 16b of the Trade and Industry Act 1956:
“(c)
Recommend to the Minister of Trade and Industry that he make an order, with the concurrence of the Minister of Customs, under section 179a of the Customs Act 1966 remitting the duty payable on any goods imported into New Zealand or reducing the amount or rate of the duty on any such goods:
“(d)
Make such other recommendations to the Minister as it thinks necessary.
“(2)
Nothing in subsection (1) of this section shall limit the exercise of any power conferred on the Minister or the Governor-General in Council by any other Act or by any other provision of this Act.
“Mergers and Takeovers
“67 Interpretation in relation to mergers and takeovers
“(1)
In this Part of this Act, and in the Third Schedule and in Schedule 3a to this Act, unless the context otherwise requires,—
“‘Building society’ means a building society incorporated under the Building Societies Act 1965 or the Building Societies Act 1908:
“‘Business’ means any undertaking which is carried on for gain or reward or which is an undertaking in the course of which goods or services are sold or supplied otherwise than free of charge:
“‘Company’, ‘holding company’, and ‘subsidiary company’ have the same meanings as in the Companies Act 1955; and a company includes an overseas company within the meaning of that Act:
“‘Interconnected bodies corporate’ has the meaning ascribed to it by subsection (6) of this section:
“‘Merger or takeover’ means a transaction or other action which involves the implementation of a merger or takeover proposal:
“‘Merger or takeover proposal’ means, subject to subsections (3) and (4) of this section,—
“(a)
A proposal involving the making of an offer or offers relating to the acquisition or disposition of any shares in a company which, together with shares, if any, to which the transferee is already beneficially entitled or in which the transferee already has a beneficial interest, carry the right to exercise or control the exercise—
“(i)
In the case of a private company, of 50 percent or more of the voting power at any general meeting of the transferor company; or
“(ii)
In the case of a company (other than a private company), of 25 percent or more of the voting power at any general meeting of the transferor company; or
“(b)
A proposal involving the making of an offer or offers for the acquisition or disposition of—
“(i)
The whole of the capital of the business of any person or body of persons (other than a company); or
“(ii)
Any portion in the capital of the business of any person or body of persons (other than a company), being a portion which, together with the portion (if any) in the capital of the business to which the transferee is already beneficially entitled or in which the transferee is already beneficially interested, gives the transferee, the whole, or 50 percent or more, of the capital of the business; or
“(c)
A proposal involving the making of an offer or offers relating to the acquisition or disposition of—
“(i)
The whole of the net assets of a section of a business (whether the business or the section of the business is carried on by a company or not); or
“(ii)
A portion of the net assets of a section of a business (whether the business or that section of the business is carried on by a company or not), being a portion of those assets which, together with any equity interest already held in that section by the transferee, represents the whole of, or 50 percent or more of the value of, the net assets used in carrying on that section of the business; or
“(d)
A proposal (not being a proposal coming within paragraph (b) or paragraph (c) of this definition) involving the making of an offer or offers relating to the acquisition or disposition of the net tangible and intangible assets employed in the business or section of a business if the total value of such net assets to which the proposal relates, together with any equity interest already held in the business or the section of the business, is 50 percent or more of the combined value of the net tangible and intangible assets employed in connection with the business or section of a business (whether the business or section of a business is carried on by a company or not); or
“(e)
A proposal which if effected would result in the establishment of a new business to acquire, by any of the means set out in paragraphs (a) to (d) of this definition, a controlling interest in two or more independently owned businesses or in one or more sections of at least two such businesses, being sections capable in themselves of being operated as businesses; or
“(f)
A proposal (not being a proposal coming within the foregoing paragraphs of this definition) under which a company or business or section of a business (whether incorporated or not) ceases to be carried on at all and does so under or in consequence of any arrangement or transaction entered into for the purpose of, or having the effect of, preventing or restricting competition between that company, business, or section of a business and the other party to the arrangement or transaction or any body corporate that is interconnected with that party:
“‘Nominee’, in relation to any person, means any other person who may be required to exercise his voting power in relation to any company in accordance with the direction of the first-mentioned person, or who holds shares directly or indirectly on behalf of that person:
“‘Offer’ includes any proposal to make an offer or any invitation to make an offer, whether the proposal or invitation is in writing or not:
“‘Participant’, in relation to a merger or takeover proposal or to a merger or takeover, means—
“(a)
Where the proposal is of the kind described in paragraph (a) of the definition of that term, the transferee and the transferor company:
“(b)
Where the proposal is of the kind described in paragraph (b) of the definition of that term, the transferee and the business whose capital or portion of whose capital is the subject of the offer or offers involved in the proposal:
“(c)
Where the proposal is of the kind described in paragraph (c) of the definition of that term, the transferee and the business (whether a company or not) to which the section that is the subject of the offer or offers involved in the proposal belongs:
“(d)
Where the proposal is of the kind described in paragraph (d) of the definition of that term, the business whose assets are the subject of the proposal and the purchaser:
“(e)
Where the proposal is of the kind described in paragraph (e) of the definition of that term, each business or section of a business involved in the proposal:
“(f)
Where the proposal is of the kind described in paragraph (f) of the definition of that term, the parties to the arrangement or transaction and the company, business, or section of a business which is to cease to be carried on:
“‘Private company’ has the same meaning as in the Companies Act 1955:
“‘Section of a business’ means a section of a business which is capable in itself of being operated independently as a business:
“‘Share’, in relation to a company, includes stock, any beneficial interest in any share, and any perpetual debenture or perpetual debenture stock:
“‘Transferee’ means a person who, whether in concert or jointly with any other person or not and whether by himself or his agent, proposes to acquire or is intended to receive under a merger or takeover proposal shares in a company, or the whole or a portion of the capital of a business, or the whole or a portion of a section of a business, or the whole or part of the tangible or intangible assets of a business or a section of a business:
“‘Transferor’ means the owner of a business the capital or assets of which are sought to be acquired or disposed of in whole or in part under a merger or takeover proposal:
“‘Transferor company’ means a company whose shares, or any of them, are sought to be acquired or disposed of under a merger or takeover proposal.
“(2)
For the purposes of this section, a person appointed as the receiver or manager of the property of a body corporate or as the liquidator of a body corporate is not solely by reason of his appointment a transferee.
“(3)
The reference in paragraph (a) of the definition of the term merger or takeover proposal in subsection (1) of this section, and the references in subsection (4) of this section, to shares to which the transferee is beneficially entitled shall each be read as including a reference to:
“(a)
Shares held by any person or body corporate as trustee for or nominee or agent of the transferee; and
“(b)
Shares in or over which the transferee has any right, title, interest, or control or in respect of which he has any control over the vote; and
“(c)
Shares which the transferee is or will be entitled to acquire under any option or on the fulfilment of any condition under any agreement relating to the acquisition of any other shares or financial interests in the transferor company; and
“(d)
If the transferee is a company within the meaning of the Companies Act 1955, shares to which any interconnected bodies corporate are already beneficially entitled, or which any such interconnected bodies corporate are or will be entitled to acquire in any such manner as aforesaid.
“(4)
Where—
“(a)
In the case of a proposal of the kind described in paragraph (a) of the definition of the term merger or takeover proposal in subsection (1) of this section, the transferee is already beneficially entitled to, or already has a beneficial interest in, any shares in the company to which the offer or offers involved in the proposal relate, being shares which carry the right to exercise or control the exercise of 50 percent or more of the voting power at any general meeting of the transferor company; or
“(b)
In the case of a proposal of the kind described in paragraph (b)(ii) of the definition of the term merger or takeover proposal in subsection (1) of this section, the transferee is already beneficially entitled to 50 percent or more of the capital of the business to which the offer or offers involved in the proposal relate; or
“(c)
In the case of a proposal of the kind described in paragraph (c)(ii) of the definition of the term merger or takeover proposal in subsection (1) of this section, the transferee already holds, in the net assets used in the carrying on of the section of the business to which the offer or offers involved in the proposal relate, an equity interest that represents 50 percent or more of the value of those assets; or
“(d)
In the case of a proposal of the kind described in paragraph (d) of the definition of the term merger or takeover proposal in subsection (1) of this section, the transferee already owns tangible or intangible assets employed in connection with the business or section of the business to which the proposal relates, being assets which have a value that is 50 percent or more of the combined value of the net tangible and intangible assets employed in connection with, the business or section of the business,—
that proposal shall not be a merger or takeover proposal within the meaning of that definition.
“(5)
For the purposes of paragraph (c)(ii) and paragraph (d) of the definition of the term merger or takeover proposal in subsection (1) of this section, the value of the net assets of the section of the business involved in the merger or takeover proposal shall be determined by reference to the value at which, on the giving of notice under section 68(1) of this Act in respect of the merger or takeover proposal, the assets (less any liabilities) attributable to the section of the business are shown in the books of the relevant business, less any relevant provisions for depreciation:
“Provided that, where any assets (including goodwill) or liabilities are shown as having a different value in any valuation or assessment made for the purposes of the merger or takeover proposal, the value of those assets or liabilities shall be determined by that different value and not by the value at which those assets or liabilities are shown in the books of the business.
“(6)
For the purposes of this Part of this Act, any two bodies corporate are to be treated as interconnected if one of them is a body corporate of which the other is a subsidiary (within the meaning of section 158 of the Companies Act 1955) or if both of them are subsidiaries (within the meaning of that section) of one and the same body corporate; and for the purposes of this Part of this Act, ‘interconnected bodies corporate’ shall be construed accordingly.
“(7)
For the purposes of this Part of this Act, where any two or more persons act jointly or in concert in acquiring or seeking to acquire shares of any company or assets of any business or section of a business, the shares or assets so acquired or sought to be acquired by all of those persons shall, for the purpose of determining whether any proposal is a merger or takeover proposal, be deemed to be shares or assets acquired or sought to be acquired, as the case may be, by one of those persons.
“(8)
For the purposes of the Third Schedule to this Act, where any activity specified in the first column of Class A of that Schedule is carried on by a body corporate that is interconnected with the transferee company, that activity shall be deemed to be carried on by the transferee company.
“(9)
For the purposes of the Third Schedule to this Act, where any participant in a merger or takeover proposal is acting jointly or in concert with any other person, any activity specified in the first column of Class A of that Schedule which is carried on by that other person shall be deemed to be an activity of the participant and the assets of that other person shall be deemed to be assets of the participant.
“(10)
The provisions of this Part of this Act shall apply in respect of building societies in the same way, but with all necessary modifications, as they apply in respect of companies (other than private companies).
“68 Certain merger and takeover proposals to be notified before completion
“(1)
Written notice of every merger or takeover proposal coming within any of the classes described in the Third Schedule to this Act shall be given to the Examiner by or on behalf of one or more of the participants involved. Such notice shall be given as soon as practicable after the merger or takeover proposal has the provisional acceptance of the parties to it or otherwise appears likely to be completed.
“(2)
Nothing in the Third Schedule to this Act or in subsection (1) of this section shall require the notification under that subsection of—
“(a)
Any merger or takeover proposal if the participants involved in the proposal are principally engaged in the provision of personal and professional services of such a nature that trade practices affecting fees for those services are, by virtue of section 27(3) of this Act, outside the application of section 27(1) of this Act; or
“(b)
Any merger or takeover proposal if—
“(i)
The proposal involves not more than one transferor company or transferor; and
“(ii)
Consent has been obtained in respect of the proposal under any provision of the Overseas Investment Act 1973 or of any regulations made under that Act; and
“(iii)
The transferee or all the transferees, as the case may require, has or have been declared by or on behalf of the Minister of Finance to be an overseas person or overseas persons who has or have no significant business interest or interests in New Zealand.
“(3)
The Governor-General, on the recommendation of the Minister, may from time to time, by Order in Council published in the Gazette, amend the Third Schedule or Schedule 3a to this Act or revoke any such Schedule and substitute a new Schedule, and every such Order in Council shall have effect according to its tenor.
“(4)
The Minister may in his discretion, of his own motion or on the application of any person or group of persons who have, in the opinion of the Minister, an interest in the matter, require the Commission to hold an inquiry into, and report to him on, the desirability of amending the Third Schedule or Schedule 3a to this Act or of revoking any such Schedule and substituting a new Schedule. Nothing in this subsection shall limit the power of the Minister to recommend at any time the making of an Order in Council under subsection (3) of this section.
“(5)
The value of the assets of any participant in any merger or takeover proposal shall, for the purposes of this section and the Third Schedule to this Act, be determined by reference to the value at which, on the giving of notice under subsection (1) of this section in respect of the merger or takeover proposal, the assets stand in the books of the participants, less any relevant provisions for depreciation:
“Provided that where any assets (including goodwill) are shown as having a higher value in any valuation or assessment made for the purposes of the merger or takeover proposal, the value of those assets shall be determined by that higher value and not by the value at which those assets stand in the books of the participant.
“(6)
For the purposes of the Third Schedule to this Act, the assets involved in any merger or takeover proposal shall include—
“(a)
Where any participant in the merger or takeover proposal is a company that is a subsidiary or holding company of another company and the existing relationship between those companies and their respective subsidiary companies and holding companies will not be disturbed by the merger or takeover proposal, the assets of all of those companies and of their respective subsidiary companies and holding companies:
“(b)
Where an existing business has a controlling interest in any new business formed as mentioned in paragraph (e) of the definition of the term merger or takeover proposal in section 67(1) of this Act,—
“(i)
The assets of the businesses or sections of businesses in which a controlling interest is being acquired; and
“(ii)
The assets of the new business, not including those set out in subparagraph (i) of this paragraph, but including the assets of the business having a controlling interest in the new business and, where that new business is to be carried on by a company that is one of a number of interconnected companies, the assets of all those companies.
“(7)
Every notice given under subsection (1) of this section shall be given in the prescribed form and shall contain such particulars as may be specified in the form.
“(8)
On receipt of a notice that complies with subsection (7) of this section, the Examiner shall forthwith cause the notice to be recorded in a register to be kept by him for the purpose and give written notice of the date of registration to a person by or on whose behalf the notice under subsection (7) of this section was given.
“(9)
On receipt of a notice that does not comply with subsection (7) of this section, the Examiner may at his discretion, either—
“(a)
Comply with subsection (8) of this section in respect of that notice; or
“(b)
Return that notice to a person by or on whose behalf it was given.
“(10)
The person giving the notice under subsection (7) of this section and any person on whose behalf it was given and any participant in the merger or takeover proposal to which the notice relates shall from time to time supply to the Examiner, within such time as he shall specify, such further information and particulars in relation to the merger or takeover proposal as may be required for the purpose of enabling the Examiner to exercise his functions under this Part of this Act.
“69 Action on notification of merger or takeover proposal
“(1)
Subject to the provisions of this section, the Examiner may, within 25 working days after the date of registration of the notice under section 68 of this Act consent, in writing, to the merger or takeover proposal, subject to such terms and conditions not inconsistent with this Act as he thinks fit. The Examiner shall from time to time publish in the Gazette brief particulars of every consent given under this subsection (including the date on which the consent was given).
“(2)
If, during the period specified in subsection (1) of this section, the Examiner forms the provisional view that the merger or takeover proposal is or is likely to be contrary to the public interest, he shall not consent to the proposal but shall, subject to subsection (5) of this section, by notice in the Gazette, notify his intention to report to the Commission in the matter after full investigation in terms of section 74 of this Act.
“(3)
If the Examiner consents to the merger or takeover proposal it shall be lawful under this Act for the proposal to be implemented within the 12 months following the date on which the consent was given.
“(4)
Where the period prescribed in subsection (1) of this section expires without the Examiner having consented to the merger or takeover proposal or without the Examiner having notified under subsection (2) of this section his intention to report to the Commission, it shall be lawful under this Act for the proposal to be implemented within the 12 months following the expiration of that period.
“(5)
Before publishing a notice under subsection (2) of this section, the Examiner shall give to the person who gave the notice under section 68(1) of this Act or to any person on whose behalf that notice was given and to such other persons who, in the opinion of the Examiner, are the participants in the merger or takeover proposal, a written notice of his intention to report to the Commission on the matter, specifying a date (which shall be not less than 10 working days from the date on which the written notice is given) on or before which that person or those persons may make written representations to the Examiner with respect to the intention of the Examiner.
“(6)
For the purpose of giving any person an adequate opportunity to make written representations to the Examiner, or to enable the Examiner to give consideration to any written representations made under subsection (5) of this section, the Examiner may, by notice in writing to the person or persons notified under subsection (5) of this section, extend the period prescribed in subsection (1) of this section, and any such period as so extended shall be deemed, for the purpose of this Part of this Act, to be the period prescribed in subsection (1) of this section.
“(7)
Nothing in this section shall apply in respect of any merger or takeover proposal which requires consent under the Overseas Investment Act 1973 or any regulations made under that Act.
“70 Special provisions with respect to merger or takeover proposals requiring consent under the Overseas Investment Act 1973
“(1)
Where the merger or takeover proposal notified under section 68(1) of this Act also requires consent under any provision of the Overseas Investment Act 1973 or of any regulations made under that Act, the provisions of this section shall apply.
“(2)
Upon registration under section 68 of this Act of the notice in respect of the merger or takeover proposal, the Examiner shall advise the Secretary of the Overseas Investment Commission and the Secretary as aforesaid shall notify the Examiner of the action proposed to be taken under the Overseas Investment Act 1973 or any regulations thereunder with respect to that proposal.
“(3)
Where the Examiner receives a notification from the Secretary of the Overseas Investment Commission that consent is proposed to be given pursuant to the Overseas Investment Act 1973 or any regulations thereunder, the Examiner, within 15 working days of the notification by the said Secretary, may consent to the merger or takeover proposal, subject to such terms and conditions not inconsistent with this Act as he thinks fit.
“(4)
If during the period specified in subsection (3) of this section the Examiner forms the provisional view that the merger or takeover proposal is or is likely to be contrary to the public interest, he shall not consent to the proposal but shall, after consultation with the Overseas Investment Commission, subject to subsection (6) of this section, by notice in the Gazette, notify his intention to report to the Commission in the matter after full investigation in terms of section 74 of this Act.
“(5)
The Examiner shall give notice of any consent given under subsection (3) of this section to the Secretary of the Overseas Investment Commission and shall also from time to time publish a notice in the Gazette of every such consent.
“(6)
Nothing in this section shall limit the powers of the Minister of Finance or the Overseas Investment Commission under the Overseas Investment Act 1973 or any regulations made under that Act to refuse his or its consent to any merger or takeover proposal, and if that Minister or the Overseas Investment Commission, acting under that Act or (hose regulations, refuses his or its consent to any merger or takeover proposal it shall be deemed to have been prohibited under section 78(4)(a)(i) of this Act.
“(7)
All the provisions of subsections (5) and (6) of section 69 of this Act shall apply with all necessary modifications to any notice proposed to be published by the Examiner under subsection (4) of this section and the provisions of subsection (6) of section 69 shall be read as if the prescribed period in subsection (1) of that section were read as a reference to the period of 15 working days specified in subsection (3) of this section.
“(8)
If the Examiner consents to the merger or takeover proposal pursuant to subsection (3) of this section or if the period of 15 working days prescribed in that subsection expires without the Examiner having consented to the proposal or without the Examiner having published a notice under subsection (4) of this section, it shall, subject to subsection (9) of this section, be lawful under this Act for the proposal to be implemented within 12 months following the date of the notice giving that consent or, as the case may require, following the expiration of the prescribed period.
“(9)
It shall not be lawful under this Act for a merger or takeover proposal to be implemented while any application for consent to that proposal is pending under the Overseas Investment Act 1973 or any regulations made under that Act.
“71 Notice of mergers or takeovers within Schedule 3a to be given after completion
“(1)
Written notice of every merger or takeover (not being a merger or takeover resulting from the implementation of a merger or takeover proposal required to be notified under section 68(1) of this Act) which comes within any class or description for the time being set out in Schedule 3a to this Act shall be given to the Examiner not later than 10 working days after its completion.
“(2)
Nothing in subsection (1) of this section shall require the notification of any merger or takeover that, by reason of the provisions of section 68(2) of this Act, is not required to be notified under section 68(1) of this Act.
“(3)
Every notice given under subsection (1) of this section shall be given in the prescribed form and shall contain such particulars as may be specified in the form.
“(4)
For the purposes of subsection (1) of this section, a merger or takeover that is the consequence of an arrangement or transaction that does not have immediate effect, or that has immediate effect in part only, shall be deemed to be completed at the time when the parties to the arrangement or transaction become bound to such an extent as will result, on effect being given to their obligations, in the merger or takeover proposal being completed.
“(5)
Where the notice required to be given by subsection (1) of this section is not given in accordance with that subsection in respect of any merger or takeover, every person who was a participant in the merger or takeover commits an offence against this Act.
“72 Examiner may refer mergers or takeovers (including mergers or takeovers within Schedule 3a) to Commission
“(1)
Where a merger or takeover has been notified under section 71(1) of this Act as having been completed, or where it appears to the Examiner that any other merger or takeover (not being one that is required to be notified under section 68(1) or section 71(1) of this Act) has been completed, the Examiner may, if he considers that the merger or takeover is or is likely to be contrary to the public interest, by notice in the Gazette, notify his intention to report to the Commission in the matter after full investigation in terms of section 74 of this Act.
“(2)
The power conferred on the Examiner by subsection (1) of this section shall not be exercised—
“(a)
In respect of any merger or takeover if more than 9 months have elapsed since the date of the notification of the merger or takeover under section 71(1) of this Act or, in any other case, since the merger or takeover was completed; or
“(b)
Without the concurrence of the Minister and the Minister of Finance, in respect of any merger or takeover which, by reason of the provisions of section 68(2) of this Act, is not required to be notified under section 68(1) of this Act; or
“(c)
Without the concurrence of the Minister and the Minister of Finance, in respect of any merger or takeover in respect of which consent has been obtained under any provision of the Overseas Investment Act 1973 or of any regulations made under that Act.
“(3)
Before publishing a notice under subsection (1) of this section, the Examiner shall give to the persons who, in his opinion, have been the participants in the merger or takeover, a written notice of his intention to report to the Commission in the matter specifying a date (which shall be not less than 10 working days after the date on which the written notice is given) on or before which those persons may make written representations to the Examiner with respect to the intention of the Examiner.
“73 Examiner may give prior clearance to proposed mergers or takeovers not coming within Third Schedule
“(1)
Where any arrangements are in contemplation which, if carried into effect, will result in a merger or takeover (other than one that will result from the implementation of a merger or takeover proposal required to be notified under section 68(1) of this Act), any person acting on behalf of any prospective participant may make written application to the Examiner for his clearance of the proposed merger or takeover.
“(2)
Every application under subsection (1) of this section shall contain a statement of all the relevant particulars relating to the proposed merger or takeover and the applicant shall provide such other information as the Examiner requires for the purpose of considering the application.
“(3)
Subject to the provisions of this section, the Examiner may in his discretion—
“(a)
Except where the consent of the Minister of Finance or the Overseas Investment Commission has been required, but has not been obtained, under the Overseas Investment Act 1973 or any regulations made under that Act, give his written clearance to the proposed merger or takeover, on such terms and subject to such conditions not inconsistent with this Act, as he thinks fit, to the applicant; or
“(b)
If he is of the view that the particulars or information provided by the applicant are insufficient for the Examiner to form a view whether the proposed merger or takeover is or is likely to be contrary to the public interest or if the Examiner forms the view that the proposed merger or takeover is or is likely to be contrary to the public interest, decline to give his clearance to it and, by notice in the Gazette, notify his intention to report to the Commission in the matter after full investigation in terms of section 74 of this Act.
“(4)
Where the Examiner intends to publish a notice under subsection (3)(b) of this section, he shall cause to be served on the applicant a statement in writing stating the respects in which the particulars or information are insufficient or, as the case may be, the grounds on which the Examiner has formed the provisional view that the proposed merger or takeover is or is likely to be contrary to the public interest.
“(5)
The applicant may, within 10 working days after the service on him of a statement under subsection (4) of this section,—
“(a)
Withdraw the application by notice in writing:
“(b)
Make written representations to the Examiner with respect to the intention of the Examiner to report to the Commission after full investigation in terms of section 74 of this Act.
“(6)
If in accordance with subsection (5) of this section any application for clearance of a proposed merger or takeover is withdrawn by the applicant, the Examiner shall record that fact and take no further action under this section with respect to the application or the proposed merger or takeover:
“Provided nothing in this subsection shall affect the powers of the Examiner under section 72 of this Act.
“(7)
Where an application under subsection (1) of this section has not been made by or on behalf of all the participants in the proposed merger or takeover and the Examiner, after complying with subsection (4) of this section, intends to publish a notice under subsection (3)(b) of this section, the provisions of section 72(3) of this Act shall apply with such modifications as are necessary.
“(8)
In the case of a merger or takeover in respect of which consent has been obtained or is required under the Overseas Investment Act 1973 or any regulations made there under, any notification by the Examiner under subsection (3)(b) of this section shall be given only after consultation with the Overseas Investment Commission.
“(9)
Nothing in subsection (3)(b) of this section shall limit the powers of the Minister of Finance or the Overseas Investment Commission, under the Overseas Investment Act 1973 or any regulations made under that Act, to refuse his or its consent to any proposed merger or takeover; and if that Minister or the Overseas Investment Commission, acting under that Act or those regulations, refuses his or its consent to the merger or takeover it shall be deemed to have been prohibited under section 78(4)(a)(i) of this Act and the Examiner shall not exercise any power in relation to the proposed merger or takeover under subsection (3)(b) of this section.
“(10)
Where the Examiner gives any clearance in respect of a proposed merger or takeover, he shall not subsequently take any action under section 72(1) of this Act with respect to that merger or takeover, unless the merger or takeover or the arrangements in progress to effect the merger or takeover do not comply with the terms and conditions of the clearance.
“74 Investigation and conciliation
“(1)
Immediately upon the publication of any notice under section 69(2), section 70(4), section 72(1), or section 73(3)(b) of this Act, the Examiner shall commence a full investigation into all relevant aspects of the matter to which the notice relates and shall, subject to the provisions of this section, report to the Commission under section 75 of this Act.
“(2)
Where, after full investigation under subsection (1) of this section, the Examiner is of the opinion or, as the case may be, remains of the opinion that the merger or takeover proposal or the merger or takeover or the proposed merger or takeover, as the case may be, is or is likely to be contrary to the public interest, he shall cause to be served on each person who was a participant a statement in writing—
“(a)
Stating, by reference to section 80 of this Act, the grounds on which the Examiner bases his opinion that the merger or takeover proposal or the merger or takeover or the proposed merger or takeover, as the case may be, is or is likely to be contrary to the public interest; and
“(b)
Requiring the participant to reply within 10 working days after the service of the notice on him stating:
“(i)
Whether or not he accepts the Examiner’s opinion; and
“(ii)
Whether or not he is prepared to take any steps (including where appropriate the modification or withdrawal of the merger or takeover proposal or the merger or takeover or the proposed merger or takeover, as the case may be) to remedy or remedy substantially the effects or likely effects which gave rise to the Examiner’s opinion.
“(3)
Where none of the participants replies in accordance with, and within the time prescribed by, subsection (2)(b) of this section, the Examiner shall forthwith report to the Commission in accordance with section 75 of this Act.
“(4)
Where any person or persons on whom a statement has been served under subsection (2) of this section reply in accordance with, and within the time prescribed by, paragraph (b) of that subsection, the Examiner, if he considers that that person or those persons might agree to take steps to remedy or remedy substantially the effects or likely effects which gave rise to the Examiner’s opinion as aforesaid, shall invite that person or those persons to confer with him for the purpose of reaching agreement on a recommendation to be made by the Examiner to the Commission in the report to be furnished under section 75 of this Act.
“(5)
In any case where the Examiner invites any person to confer with him under subsection (4) of this section, he may, if he considers it necessary for the purpose of reaching agreement with that person, allow 10 working days from the date of inviting that person to confer with him, or such longer period as the Examiner, in special circumstances and with the consent of those persons, thinks fit, before reporting to the Commission in accordance with section 75 of this Act.
“75 Examiner to report to Commission after investigation
“(1)
Where any investigation is carried out under section 74(1) of this Act, the Examiner shall report to the Commission in accordance with this section.
“(2)
If, as a result of any investigation under section 74(1) of this Act, the Examiner, after having regard to any action taken under subsections (2) to (5) of that section, is of the opinion that any merger or takeover proposal or merger or takeover or proposed merger or takeover is or is likely to be contrary to the public interest, he shall furnish to the Commission a report showing the matters specified in subsection (3) of this section.
“(3)
Every report of the Examiner under subsection (2) of this section shall show:
“(a)
The nature of the merger or takeover proposal or merger or takeover or proposed merger or takeover, as the case may be:
“(b)
The persons who are participants:
“(c)
By reference to section 80 of this Act, the grounds on which he bases his opinion that the merger or takeover proposal or merger or takeover or proposed merger or takeover, as the case may be, is or is likely to be contrary to the public interest:
“(d)
The result of the action taken by the Examiner under subsections (2) to (5) of section 74 of this Act:
“(e)
A recommendation concerning the nature of the action which he considers the Commission should take under section 78 of this Act:
“(f)
Whether or not the persons who are participants have concurred in that recommendation.
“(4)
If on completing any investigation under section 74 of this Act the Examiner, after having regard to any action taken under subsections (2) to (5) of this section, doubts whether a merger or takeover proposal or merger or takeover or proposed merger or takeover, as the case may be, is or is likely to be contrary to the public interest, or does not consider that it is or is likely to be contrary to the public interest, he shall furnish to the Commission a report showing the matters specified in paragraphs (a), (b), and (d) of subsection (3) of this section, and the Commission may decide not to conduct an inquiry into the matter under section 76 of this Act.
“(5)
In any case where the only action recommended by the Examiner pursuant to paragraph (e) of subsection (3) of this section, is the making of an order pursuant to the powers conferred on the Commission by section 78 of this Act and the Examiner satisfies the Commission that all persons who would be bound by the order agree with that recommendation, the Commission may dispense with an inquiry under section 76 of this Act and make the order under section 78 of this Act which has been agreed to.
“(6)
Where the Commission decides under subsection (4) of this section not to conduct an inquiry under section 76 of this Act, the Commission shall—
“(a)
If the decision relates to a merger or takeover proposal or a proposed merger or takeover, give, by notice in the Gazette, its consent to the merger or takeover proposal or to the proposed merger or takeover, as the case may be; or
“(b)
If the decision relates to a merger or takeover, publish, in the Gazette, notice of the decision and the findings on which it was based.
“(7)
If the Commission consents to any merger or takeover proposal under subsection (6)(a) of this section, it shall be lawful for the proposal to be implemented within the 12 months following the date of publication in the Gazette of the notice giving that consent.
“76 Inquiry by Commission
“(1)
Upon receipt of a report made to the Commission under section 75 of this Act, the Commission shall conduct an inquiry into the matter dealt with in the report unless, in respect of that matter, it decides, under subsection (4) of that section, not to conduct an inquiry or unless it decides, under subsection (5) of that section, to dispense with an inquiry.
“(2)
At any inquiry under this section the Commission shall determine whether the merger or takeover proposal or the merger or takeover or the proposed merger or takeover is or is likely to be contrary to the public interest in terms of section 80 of this Act.
“(3)
The Commission shall fix a date and place for the holding of the inquiry and shall publish notice thereof in the Gazette and in such newspapers as it thinks fit.
“(4)
The Commission shall also give notice in writing of the date and place fixed by it for the holding of the inquiry to the Examiner and to every person who is a participant in the merger or takeover proposal or the merger or takeover or the proposed merger or takeover, as the case may require.
“(5)
Before beginning the hearing of any inquiry under subsection (1) of this section the Commission shall also give to each person who is a participant in the merger or takeover proposal or the merger or takeover or the proposed merger or takeover, as the case may require, a copy of the report made by the Examiner under section 75 of this Act and shall in the notice given pursuant to subsection (4) of this section or in a separate notice, as it thinks fit, specify a time within which the person to whom the copy is given shall give to the Commission a written reply commenting on, agreeing with, or disputing, any of the contents, findings, or recommendations of the report.
“(6)
A copy of every reply given to the Commission in response to a notice under subsection (5) of this section shall be given by the Commission to the Examiner.
“(7)
The Commission shall complete its inquiry within 12 weeks of the date of the publication of the relevant notice under section 69(2), section 70(4), or section 73(3)(b) of this Act, or within such further time, not exceeding 2 months, as the Commission determines is necessary for the proper conduct of the inquiry and for its deliberation on the subject-matter of the inquiry.
“77 Public notification of statutory investigation and public notice of inquiry by Commission not to be required in special circumstances
“(1)
Where, at the request of any person, the Examiner is satisfied that the business or any activities or arrangements in the course of the business of any person would be seriously prejudiced in a material respect if any notice under section 69(2), section 70(4), or section 73(3)(b) of this Act were published in the Gazette, the Examiner may, with the leave of the Commission and notwithstanding anything in those sections, begin his full investigation and report to the Commission not by notice in the Gazette but by notice in writing to the participants.
“(2)
Any leave granted by the Commission under subsection (1) of this section may be granted subject to such terms and conditions as the Commission thinks fit, including a condition that the Examiner may seek, with respect to any aspect of the matter under investigation, the views of, or information from, any specified person not privy to the matter.
“(3)
Where the holding of any inquiry under section 76 of this Act has been preceded by the publication in the Gazette of a notice under section 69(2), section 70(4), or section 73(3)(b) of this Act or by the giving of a notice under subsection (1) of this section and the Commission, on the application of any person, is of the opinion that the business or any activities or arrangements in the course of the business carried on by any person would be seriously prejudiced in a material respect if the Commission were to sit in public with respect to the merger or takeover proposal or the proposed merger or takeover, it may order that the inquiry, or any part of it, be held in private and that no notice be given in respect of it under section 76(3) of this Act.
“(4)
Where the Commission has made an order under subsection (3) of this section, it shall give notice of the inquiry to such persons as it thinks fit under such terms and conditions of secrecy as it thinks fit and, without limiting any of the provisions of sections 8, 9, 14, and 15 of this Act, make such further orders not inconsistent with the provisions of this section as it thinks necessary for the purpose of aiding in and maintaining the secrecy attaching to any merger or takeover proposal or merger or takeover or proposed merger or takeover.
“(5)
Any order made under subsection (3) of this section may at any time be amended, varied, or revoked.
“(6)
Nothing in this section shall prevent the Commission from publishing the whole or any part of its decision or from releasing or authorising the release of the whole or part of any report or account of the evidence or other proceedings in any such inquiry or any books or documents produced at any such inquiry, upon completion of the inquiry and its determination thereon.
“78 Powers of Commission
“(1)
Where, after holding an inquiry under section 76 of this Act, the Commission decides that the merger or takeover proposal or the merger or takeover or the proposed merger or takeover is not or is not likely to be contrary to the public interest in terms of section 80 of this Act, it shall—
“(a)
In the case of a merger or takeover proposal or a proposed merger or takeover, consent to the proposal; or
“(b)
In the case of a merger or takeover, issue the decision.
“(2)
Where, after holding an inquiry under section 76 of this Act, the Commission determines that the merger or takeover proposal or the merger or takeover or the proposed merger or takeover is or is likely to be contrary to the public interest in terms of section 80 of this Act, the Commission may exercise any of the powers applicable under subsections (3) and (4) of this section.
“(3)
In the case of a merger or takeover, the Commission shall:
“(a)
Irrespective of whether the merger or takeover has resulted in or is likely to result in any monopoly or oligopoly or any circumstances of the kind described in section 61(1) of this Act, make one or more of the orders described in section 65(2) of this Act; or
“(b)
Instead of or in addition to the making of an order under section 65(2) of this Act, take any action referred to in section 66(1) of this Act,—
being an order or action that the Commission considers necessary for the purpose of remedying or preventing the effects of the merger or takeover which are or are likely to be contrary to the public interest.
“(4)
In the case of a merger or takeover proposal or a proposed merger or takeover, the Commission shall:
“(a)
Make one or more of the following orders—
“(i)
An order prohibiting the proposal or the proposed merger or takeover:
“(ii)
An order prohibiting any particular transactions that may be proposed under the proposal or the proposed merger or takeover:
“(iii)
An order permitting the proposal or the proposed merger or takeover to proceed subject to such terms or conditions as the Commission thinks necessary for the purpose of remedying or preventing or modifying the effects of the merger or takeover proposal or the proposed merger or takeover which are or are likely to be contrary to the public interest; or
“(b)
Instead of or in addition to the making of an order under paragraph (a) of this subsection, take any action referred to in section 66(1) of this Act.
“(5)
Any order made pursuant to subsection (3)(a) or subsection (4)(a) of this section may:
“(a)
Apply to all persons or to all persons belonging to any class or group of persons or to one or more specified persons:
“(b)
Prescribe such requirements as the Commission may consider necessary to achieve the objects of that order, and specify the persons by whom the terms of the order or of any such requirement shall be complied with, and the times within which, and the conditions subject to which those terms or that requirement shall be complied with by any such person.
“(6)
Every consent given under subsection (1)(a) of this section and every order made pursuant to subsection (3)(a) or subsection (4)(a) of this section shall be published in the Gazette and shall come into force on such date as is specified in that behalf in the consent or order, being a date not earlier than the date within which an appeal may be made under section 81 of this Act.
“(7)
If the Commission consents to any merger or takeover proposal under subsection (1)(a) of this section, or permits, under subsection (4)(a)(iii) of this section, any merger or takeover proposal to proceed subject to terms or conditions, it shall be lawful for the merger or takeover proposal to be implemented (subject to compliance with any terms or conditions applicable) —
“(a)
In the event of no appeal being made against the giving of that consent, within the 12 months following the date on which that consent or permission comes into force; or
“(b)
In the event of an appeal being made against the giving of that consent or permission, and the consent being confirmed by the Court, within 12 months following the date on which that consent is confirmed.
“(8)
An order under subsection (3) or subsection (4) of this section may also be made in the circumstances set out in section 75(5) of this Act.
“79 Commission may invite submissions on terms of proposed order
“(1)
Notwithstanding anything in this Part of this Act, where after holding an inquiry the Commission proposes to make an order under section 65(1) or subsection (3)(a) or subsection (4)(a) of section 78 of this Act, the Commission may invite the person or persons to whom the Commission intends the order to apply to make submissions within 10 working days or within such further period as the Commission may allow, concerning the form of the proposed order.
“(2)
The Commission, after considering any submissions made under subsection (1) of this section, shall make the order in—
“(a)
Any terms that may be consented to by the parties; or
“(b)
Any of the terms advanced by one or more of the parties; or
“(c)
Such other terms as it thinks fit in order to give effect to its decision.
“(3)
Nothing in this section shall limit the exercise by the Commission of any power conferred on it by section 66 or subsection (3)(b) or subsection (4)(b) of section 78 of this Act.
“Public Interest
“80 Public interest
In determining for the purposes of this Part of this Act whether the existence of any monopoly or of any oligopoly or of any circumstances that are tending to bring about any monopoly or oligopoly or whether any merger or takeover proposal or any merger or takeover or any proposed merger or takeover is or is likely to be contrary to the public interest, the Commission shall have regard to—
“(a)
The occurrence or likely occurrence of one or more of the effects described in section 21(1) of this Act; and
“(b)
The extent to which the monopoly, oligopoly, circumstances, merger or takeover proposal, merger or takeover, or proposed merger or takeover does or would assist or hinder the promotion of—
“(i)
The interests of consumers, purchasers, and other users of goods and services in respect of the prices charged for goods and services or in respect of the quality or variety of goods and services supplied:
“(ii)
The development of industry and commerce (including regional development) in an effective and efficient manner:
“(iii)
The better utilisation of resources (including labour resources) or the enhancement of work skills and employment opportunities:
“(iv)
The reduction of costs and the development and use of new techniques and new products and the improvement of productivity:
“(v)
The entry of new competitors into existing markets:
“(vi)
Export trade:
“(vii)
Any other effects aiding the well-being of the people of New Zealand; and
“(c)
The interests, in their capacity as employees, of any persons employed by any business or company which is directly affected.
“Appeals from Decisions of Commission
“81 Appeals from decisions of Commission
“(1)
Subject to section 81a and section 81b of this Act, there shall be a right of appeal on fact and law to the Administrative Division of the Supreme Court (in this section and in sections 81a, 81b, 81c, 81d, and 81e of this Act referred to as the Court) against any decision, consent, or order of the Commission in respect of any of the matters specified in section 81a of this Act.
“(2)
Every such appeal shall be made by lodging notice of appeal within 28 days after the date of the publication in the Gazette of the decision, consent, or order appealed against.
“(3)
Subject to sections 81c to 81e of this Act, the procedure in respect of any such appeal shall be in accordance with the rules of Court.
“81a Matters on which appeals lie
The right of appeal under section 81 of this Act shall be from the whole or any part of—
“(a)
Any decision or order made under section 65 of this Act:
“(b)
Any decision or consent made or given under section 78(1) of this Act:
“(c)
Any order made under subsection (3)(a) or subsection (4)(a) of section 78 of this Act.
“81b Persons entitled to appeal
The right of appeal under section 81 of this Act may be exercised only by the following persons:
“(a)
Where the Commission has determined under section 65 of this Act that the existence of any monopoly or oligopoly or circumstances is or is likely to be contrary to the public interest, the person or any of the persons found by the Commission to be—
“(i)
Persons involved in carrying on that monopoly or oligopoly; or
“(ii)
Persons whose actions are fundamental to those circumstances:
“(b)
Where the Commission has made an order under paragraph (a) or paragraph (b) or paragraph (c) of section 65(2) of this Act, the person or any of the persons to whom any any such order applies:
“(c)
Where the Commission has determined under section 78(2) of this Act that any merger or takeover proposal or proposed merger or takeover or merger or takeover is or is likely to be contrary to the public interest, the participants or prospective participants, or any of them, in the transaction:
“(d)
Where the Commission has made an order under section 78(3)(a) of this Act, the person or any of the persons to whom the order applies:
“(e)
Where an order has been made under section 78(4)(a) of this Act in respect of any merger or takeover proposal or any proposed merger or takeover, the prospective participants in the transaction or any of them:
“(f)
Where the Commission has determined under section 65(1) of this Act that there does not exist a monopoly or oligopoly or circumstances, of the kind described in section 61(1) of this Act, or that the existence of any such monopoly or oligopoly or circumstances is not or is not likely to be contrary to the public interest, the Examiner:
“(g)
Where the Commission has made a decision or has given its consent under section 78(1) of this Act, the Examiner:
“(h)
Where the Commission has made an order or refused to make an order under section 65(1) or subsection 3(a) or subsection (4)(a) of section 78 of this Act, the Examiner.
“81c Hearing and determination of appeals
“(1)
The Court may in any case, if it considers it in the interests of the parties or any of them and does not consider it contrary either to the interests of any other person or persons concerned or to the public interest, order that the hearing or any part of it shall be held in private.
“(2)
The Court may make an order prohibiting the publication of any report or description of the proceedings or of any part of the proceedings in any appeal before it (whether heard in public or in private); but no order under this subsection shall prohibit the publication of—
“(a)
The names and descriptions of the parties to the appeal; or
“(b)
Any decision of the Court.
“(3)
In its determination of any appeal, the Court may do any one or more of the following things as it considers necessary:
“(a)
Confirm, modify, or reverse the decision or any part of it:
“(b)
Confirm or revoke the consent:
“(c)
Confirm, modify, or reverse the order or any part of it:
“(d)
Exercise any of the powers that could have been exercised by the Commission in the proceedings to which the appeal relates.
“(4)
The determination of the Court on any appeal under subsection (3) of this section shall be final and conclusive.
“(5)
If the Court, under subsection (3) of this section, consents to any merger or takeover proposal or permits any such proposal to proceed subject to terms or conditions or modifies any decision of the Commission permitting any merger or takeover proposal to proceed subject to terms or conditions, it shall be lawful for the merger or takeover proposal to be implemented (subject to compliance with any terms or conditions applicable) within the 12 months following the date on which the appeal is finally disposed of.
“81d Court may refer appeals back for reconsideration
“(1)
Notwithstanding anything in section 81c of this Act, the Court may in any case, instead of determining any appeal under that section, direct the Commission to reconsider, either generally or in respect of any specified matters, the whole or any specified part of the matter to which the appeal relates.
“(2)
In giving any direction under this section, the Court shall—
“(a)
Advise the Commission of its reasons for so doing; and
“(b)
Give to the Commission such directions as it thinks just concerning the rehearing or reconsideration or otherwise of the whole or any part of the matter that is referred back for reconsideration.
“(3)
In reconsidering any matter so referred back, the Commission shall have regard to the Court’s reasons for giving a direction under subsection (1) of this section and to the Court’s directions under subsection (2) of this section.
“81e Provisions pending determination of appeals
Pending the determination of any appeal to the Administrative Division of the Supreme Court under this Part of this Act, the decision, consent, or order to which the appeal relates shall be deemed to have no effect.
“Offences and Penalties
“81f Offences in relation to monopolies, mergers, and takeovers
“(1)
Every person commits an offence against this Act who contravenes or fails to comply with any order made by the Commission under section 65(1) of this Act.
“(2)
Where any merger or takeover proposal or proposed merger or takeover is implemented, every person who is knowingly concerned in or privy to the merger or takeover proposal or the proposed merger or takeover commits an offence against this Act if—
“(a)
In the case of a merger or takeover proposal, it is one to which section 68(1) of this Act applies and the notice required to be given by that section was not given; or
“(b)
In the case of a merger or takeover proposal, it is one to which section 68(1) of this Act applies and it was implemented other than at a time when it was lawful under section 69, section 70, section 75, section 78, or section 81c of this Act, as the case may require; or
“(c)
In the case of a merger or takeover proposal or a proposed merger or takeover, it has been prohibited or is deemed to have been prohibited under section 78(4)(a)(i) or section 81c of this Act; or
“(d)
In the case of a merger or takeover proposal or a proposed merger or takeover, any term or condition imposed in respect of it under section 78(4)(a)(iii) or section 81c of this Act is contravened.
“(3)
Where any transaction that has been prohibited by an order under section 78(4)(a)(ii) or section 81c of this Act takes place, every person who is knowingly concerned in or privy to the transaction commits an offence against this Act.
“(4)
Every person commits an offence against this Act who acts in contravention of any order of the Commission under subsection (3)(a) or subsection (4)(a) of section 78 of this Act.
“(5)
No prosecution for an offence against this section shall be commenced except by the Examiner.
“81g Penalty and special powers of Court
“(1)
Every person who commits an offence against section 81f or section 81h(4) of this Act is liable on conviction on indictment—
“(a)
In the case of an individual, to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 6 months:
“(b)
In the case of a company or other corporation, to a fine not exceeding $100,000.
“(2)
Notwithstanding anything in section 7 of the Summary Proceedings Act 1957, where any person is summarily convicted of an offence against this section the Court may sentence him to pay a fine not exceeding $20,000 whether or not, in the case of an individual, the person is sentenced to a term of imprisonment as well.
“(3)
Where in a proceeding instituted under section 81f of this Act the Court finds that there has been a contravention of any provision of this Part of this Act, the Court may, if no action has been instituted by the Examiner under section 81i of this Act, in addition to imposing a penalty under this section, make such orders as it thinks fit to redress the consequences of the offence.
“(4)
The orders that may be made under subsection (3) include, but are not limited to,—
“(a)
An order declaring the whole or any part of a contract, transaction (including a share transaction), or collateral arrangement relating to a contract or a transaction to be void and, if the Court thinks fit, to have been void ab initio or at all times on and after such date, before the date on which the order is made, as is specified in the order:
“(b)
An order varying a contract or such an arrangement in such manner as is specified in the order and, if the Court thinks fit, declaring the contract or arrangement to have had effect, as so varied, on and after such date, before the date on which the order is made, as is so specified:
“(c)
An order directing the refund of money or the return of real or personal property:
“(d)
An order directing the payment of such sum as it thinks fit to a person by way of compensation for any loss or damage suffered by that person.
“Special Powers and Miscellaneous Provisions
“81h Commission may restrain proposed transactions or sales of assets in contravention of Act
“(1)
Where, on the application of the Examiner or any other person with a substantial interest in the matter, it appears to the Commission that any action is being taken that would constitute an offence against section 81f of this Act, the Commission may (whether in the course of an inquiry into the matter or not and without being required to give notice to any person thereto), by order published in the Gazette,—
“(a)
Restrain a person from engaging in any course of conduct or doing any act, that constitutes or would constitute:
“(i)
An offence against section 81f of this Act; or
“(ii)
The offence of attempting to commit, or aiding, abetting, counselling, or procuring a person to commit, an offence against section 81f of this Act; or
“(b)
Impose on any person concerned obligations to be observed in the carrying on of any activities or the safeguarding of any assets; or
“(c)
Provide for the carrying on of any activities or the safeguarding of any assets either by the appointment of a person to conduct or supervise the conduct of any activities (on such terms and with such powers as may be specified or described in the order) or in any other manner, as it thinks necessary for the purpose of preventing seriously harmful or irremediable effects contrary to the public interest.
“(2)
Every order made under subsection (1) of this section shall, unless sooner revoked, continue in force for one month after the date of its publication in the Gazette; but may from time to time be renewed in like manner.
“(3)
Every order made under subsection (1) of this section may at any time be revoked or amended by the Commission in like manner:
“Provided that every such order shall be deemed to be revoked if it was made during the course of any inquiry under this Act into the matter and that inquiry has been wholly heard and determined and any appeal in relation to it or any reconsideration of it disposed of.
“(4)
Every person commits an offence against this Act who acts in contravention of any order made by the Commission under this section.
“81i Powers in relation to certain contraventions
“(1)
Where any merger or takeover proposal to which subsection (1) of section 68 of this Act applies is implemented and the notice required to be given by that subsection has not been given and where any merger or takeover proposal is implemented other than at a time when it is lawful under this Act, the Examiner may, in his discretion but subject to subsection (2) of this section, at any time thereafter—
“(a)
Give his consent to the transaction, subject to such terms and conditions not inconsistent with this Act as he thinks fit, and thereupon the transaction, and any relationships, rights, or interests created by it or arising under it, shall be as valid and effectual as if the Examiner’s consent had been obtained before the transaction was entered into; or
“(b)
If he forms the provisional view that the transaction is or is likely to be contrary to the public interest, he shall not give his consent to it under paragraph (a) of this subsection, but shall, by notice in the Gazette, refer the transaction to the Commission for inquiry and determination as if that transaction were a merger or takeover duly notified to the Commission under section 71(1) of this Act; and all the provisions of this Part of this Act shall apply accordingly with all necessary notifications.
“(2)
If any transaction to which subsection (1) of this section applies is one which also requires consent under the Overseas Investment Act 1973 or any regulations thereunder, no consent shall be given under subsection (1)(a) of this section and no reference shall be made to the Commission under subsection (1)(b) of this section unless such consent has been obtained in accordance with those regulations or, as the case may require, under section 15 of that Act, and, in the case of a reference to the Commission, the concurrence of the Overseas Investment Commission has been obtained.
“(3)
Consent pursuant to subsection (1)(a) of this section may be given:
“(a)
In respect of such transactions or classes of transactions or persons as the Examiner may determine, or in respect of any specified transaction or person:
“(b)
Wholly or partly and either unconditionally or subject to such conditions as he thinks fit.
“(4)
Where any reference is made to the Commission under subsection (1)(b) of this section, any transaction and any relationship, right, or interest created thereby or arising thereunder entered into under the merger or takeover shall, unless the transaction involved the contravention of an order under section 81h of this Act, be deemed, notwithstanding anything in this Part of this Act, to be as valid and effectual as if the merger or takeover had been a lawfully completed merger or takeover to which section 72 of this Act applies.
“(5)
Nothing in this section shall limit the liability of any person to prosecution for an offence against section 81f of this Act.
“81j Investigations
“(1)
For the purpose of any investigation conducted by the Examiner under this Part of this Act, the Examiner, and any person authorised in that behalf by writing under the seal of the Commission, shall have and may exercise all the powers conferred on the Commission by paragraphs (a) to (c) of subsection (1), and by subsection (2), of section 12 of this Act.
“(2)
Where, for the purpose of properly carrying out any investigation under this Part of this Act,—
“(a)
It is necessary for the Examiner to obtain any information or seek the views of any person (not being a person who has directly or indirectly, a pecuniary interest (apart from an interest in common with the public) in the subject-matter of the investigation); and
“(b)
In order to obtain that information or seek those views, it is necessary for the Examiner to divulge any matter which is secret in relation to that person in terms of section 19 of this Act, it is hereby expressly declared that the Examiner or any officer authorised by him in writing may divulge that matter subject to the conditions set out in subsection (3) of this section.
“(3)
The conditions applicable to the disclosure of any matter under subsection (2) of this section are as follows:
“(a)
The Examiner shall before divulging the matter record the name of the person in a register to be kept by him for the purpose; and
“(b)
That person shall observe and perform the requirements prescribed under subsection (1) of section 19 of this Act and be subject to the provisions of subsection (2) of that section as if he were a person engaged or employed in connection with the work of the Examiner.
“81k Exception and savings
“(1)
Nothing in sections 67 to 81j of this Act shall apply to any transaction that requires consent under section 72 or section 73 of the Meat Act 1964.
“(2)
Nothing in this Part of this Act shall affect the provisions of Part I of the Companies Amendment Act 1963 or the obligations of an offeror or of any other person under that Part of that Act.”
23 Amendments to principal Act
(1)
The principal Act is hereby further amended by inserting, after the Third Schedule, the Schedule 3a set out in the First Schedule to this Act.
(2)
The enactments specified in the Second Schedule to this Act are hereby amended in the manner indicated in that Schedule.
(3)
The principal Act is hereby further amended in the manner indicated in the Third Schedule to this Act.
Control of Prices
24 Price control
Section 82 of the principal Act is hereby amended by inserting, after subsection (5), the following subsection:
“(5a)
Every price order and special approval shall be deemed to be revoked to the extent to which it applies to any goods or services not referred to in the Positive List.”
25 Offences
(1)
Section 89 of the principal Act is hereby amended by inserting, after subsection (8), the following subsection:
“(8a)
Every person commits an offence against this Act who fails to comply in any particular with the duty imposed on him by subsection (8) of this section.”
(2)
Section 92 of the principal Act is hereby amended by adding the following subsection:
“(7)
Every person commits an offence against this Act who fails to comply with the requirements of any condition applicable to him and imposed pursuant to subsection (6) of this section.”
26 Notification of special approvals
Section 90 of the principal Act is hereby amended by adding the following subsection:
“(6)
The Secretary may publish in the Gazette such particulars as he thinks fit of any approval given by him under this section.”
27 Applications for increased prices, etc.
(1)
Section 92 of the principal Act is hereby amended by repealing subsection (3).
(2)
Section 92 of the principal Act is hereby further amended by omitting from subsection (4) the words “If the Secretary does not so recommend, or if the Minister does not accept his recommendation”
, and substituting the following words “Subject to section 93 of this Act”
.
28 Group price increase application
The principal Act is hereby amended by repealing section 93, and substituting the following section:
“93
“(1)
Except with the consent of the Commission or as otherwise provided in this section, the prices, or the markups or margins included in the prices, or the amount of any component item of any pricing formula used in the calculation of the prices of any goods or services subject to price control under section 82 of this Act shall not be increased pursuant to any provision of this Part of this Act on the basis of all manufacturers, all suppliers of services, all importers, all wholesalers, or all retailers, or any two or more of them.
“(2)
An increase of the kind described in subsection (1) of this section may be made without the consent of the Commission if:
“(a)
The increase is proposed to be made by 2 or more persons who are carrying on or propose to carry on a collective pricing practice (with respect to the goods or services in respect of which the increase is proposed to be made) to which section 27(1) of this Act applies; and
“(i)
The application for the approval of that practice or proposed practice has been approved or is deemed to have been approved under section 29 of this Act; and
“(ii)
The proposed action to make the increase, and the increase, if made and approved in whole or in part, would be in conformity with any conditions attached to the approval of the collective pricing practice or proposed practice pursuant to section 29 of this Act; or
“(b)
The increase is proposed to be made by 2 or more persons who are carrying on or propose to carry on a collective pricing practice (with respect to the services in respect of which the increase is proposed to be made) to which section 27(3)(a) of this Act applies and the proposed action to make the increase, and the increase, if made and approved in whole or in part, is not or would not be in contravention of any order in respect of that practice or of any conditions attaching to any such order made or deemed to have originated under section 22 of this Act and which remains in force; or
“(c)
The increase is proposed to be made with respect to goods or services in respect of which a price order or special approval, fixing or approving the prices of those goods or services on the basis of all the sellers, or any two or more of them, remains in force, whether or not the order or approval fixes or approves uniform prices or uniform increases in prices obtaining before the making or giving of the order or approval.
“(3)
Where an increase of the kind described in subsection (1) of this section is proposed to be made by persons who are carrying on or propose to carry on a collective pricing practice (with respect to the goods or services in respect of which the increase is proposed to be made) the Commission shall refuse its consent to that increase—
“(a)
Unless, in the case of a collective pricing practice to which section 27(1) of this Act applies, but which is not covered by section 30(1) of this Act, an approval under section 29 of this Act is in force in respect of that practice; or
“(b)
Unless, in the case of a collective pricing practice which may be carried on pursuant to section 30(1) of this Act, there are, in the opinion of the Commission, exceptional reasons for the increase being consented to in advance of the determination of the application for the approval of the collective pricing practice under section 27(1) of this Act; or
“(c)
If, in the case of a collective pricing practice to which section 27(3)(a) of this Act applies, the proposed action to make the increase and the increase, if made or approved in whole or in part, is or would be in contravention of any order with respect to that collective pricing practice or of any conditions attaching to any such order, made or deemed to have originated under section 22 of this Act.
“(4)
The Commission may, subject to the provisions of sections 38 to 41 of this Act, deal first with the application for the approval of the collective pricing practice and, in such case, shall withhold its consent to the price application until the application for approval of the collective pricing practice and any appeal or reconsideration arising therefrom have been finally disposed of.
“(5)
Where an increase of a kind described in subsection (1) of this section is proposed to be made and the prior consent of the Commission has been obtained or is not required under subsection (2) of this section, the proposal shall be dealt with by the Secretary in accordance with the provisions of this Part of this Act.
“(6)
Nothing in subsection (2)(c) of this section shall limit the powers of the Examiner or the Commission under Part II of this Act.”
29 Considerations to be observed by Secretary and Commission on determination of prices
(1)
Section 98 of the principal Act is hereby amended by repealing paragraph (c), and substituting the following paragraphs:
“(c)
The profits of the manufacturer or distributor of the goods or the supplier of the services, in relation
“(i)
Shareholders’ funds of, or, as the case may be, to the equity capital invested by the proprietor or partners in, the whole of the manufacturer’s, or distributor’s, or supplier’s business (or, if the Secretary or the Commission thinks fit, any particular section of it); or
“(ii)
The assets employed in, or the annual sales of, the whole of his business (or, if the Secretary or Commission thinks fit, any particular section of it):
“(ca)
The extent to which the profits of the manufacturer or distributor of the goods or the supplier of the services in relation to the items mentioned in subparagraphs (i) and (ii) of paragraph (c) of subsection (1) of this section could be limited without the financial stability and economic viability of his business (or, if the Secretary or the Commission thinks fit, of any particular section of it) being affected:”.
(2)
The said section 98 is hereby further amended—
(a)
By omitting from paragraph (e) the word “applicant”
, and substituting the words “the manufacturer or distributor of goods or the supplier of the services”
:
(b)
By omitting from paragraph (h) the words “matters; or otherwise”
, and substituting the words “matters or otherwise”
.
(3)
The said section 98 is hereby further amended by adding, as subsection (2), the following subsection:
“(2)
Where, in relation to any appraisal of the costs of production and distribution or profits, the manufacturer or distributor of the goods or the supplier of the services demonstrates special grounds calling for consideration of the cost of replacement of current or fixed assets, the Secretary or the Commission in determining prices may have regard to any such cost, if satisfied, that such a course is necessary in order to preserve the financial stability and economic viability of that person’s business or any particular section of it.”
30 Commission may hear appeals
(1)
Section 99 of the principal Act is hereby amended by repealing subsection (2), and substituting the following subsection:
“(2)
The following persons, and no other, may appeal against the whole or any part of any decision of the Secretary under section 84, section 89, section 90, section 91, section 92(4), or section 94(2) of this Act:
“(a)
Any manufacturer, packer, importer, wholesaler, retailer, or other trader or seller or supplier of goods or services whose prices were fixed or approved by the decision:
“(b)
Any other person who is a bulk purchaser or user of the goods or services the prices of which were fixed or approved by the decision and who is granted by the Commission special leave to appeal pursuant to an application in that behalf, stating the grounds of the appeal, and made in writing within 14 days of the decision appealed against:
“(c)
Any person who in the opinion of the Commission represents a substantial number of consumers or users of the goods or services and who is granted special leave by the Commission pursuant to an application in writing in that behalf, made within 14 days of the decision appealed against, on the ground that the decision is of manifest importance to such consumers or users.”
(2)
Section 99(4) of the principal Act is hereby amended by omitting all the words after the words “at the time of his decision”
.
31 Validity of decision of Secretary pending determination of appeal
The principal Act is hereby further amended by repealing section 100, and substituting the following section:
”100
”(1)
Subject to subsection (2) of this section, the decision of the Secretary appealed from shall, unless the Commission otherwise orders, remain in full force pending the determination of the appeal.
“(2)
Any decision made pursuant to section 94(2) of this Act and effecting a reduction of prices shall be deemed to have no effect pending the determination of an appeal.”
32 Hearing and determination of appeal
Section 101(1) of the principal Act is hereby amended by omitting all the words after the word “appellant”
, and substituting the words “and any other party to the proceedings”
.
33 Commission may refer appeals back to Secretary
Section 102 of the principal Act is hereby amended by repealing subsection (2).
34 Minister may require Commission to conduct an inquiry
(1)
Section 104 of the principal Act is hereby amended by repealing subsection (1), and substituting the following subsection:
“(1)
Notwithstanding anything to the contrary in this Part of this Act, the Minister may—
“(a)
On his own motion; or
“(b)
On representations being made to him by any other person,—
by notice in writing, require the Commission to conduct a public inquiry into any matter related to the prices of goods or services and to report its findings and recommendations to him by such date as he shall specify.”
(2)
Section 104(2) of the principal Act is hereby amended by omitting the words, “the applicant (if any),”
.
(3)
Section 104 of the principal Act is hereby further amended by repealing subsection (3).
(4)
Section 104 of the principal Act is hereby further amended by repealing subsection (4), and substituting the following subsection:
“(4)
In making any report to the Minister after conducting a public inquiry under this section, the Commission shall have such regard to the considerations prescribed in section 98 of this Act as it considers appropriate as well as to any other matters that the Minister has asked in writing be taken into account.”
35 Secretary may prohibit sale of declared classes of goods or services
Section 106 of the principal Act is hereby amended by inserting in subsection (1), and also in subsection (2), after the words “the Secretary may”
, the words, “with the concurrence of the Minister,”
.
36 New Part IVa inserted
The principal Act is hereby amended by inserting, after Part IV, the following Part:
“Part IVa “Strikes and Lockouts Contrary to the Public Interest
“119a Interpretation
“(1)
In this Part of this Act, ‘union’ means—
“(a)
An industrial union registered or deemed to be registered under the Industrial Relations Act 1973; or
“(b)
An organisation of employees or employers (whether incorporated or not) that is not registered or deemed to be registered as an industrial union under the Industrial Relations Act 1973.
“(2)
For the avoidance of doubt, but subject to subsection (3) of this section, it is hereby declared that this Part of this Act applies to persons employed in any branch of the State services as defined in section 2 of the State Services Remuneration and Conditions of Employment Act 1969.
“(3)
Nothing in this Part of this Act shall apply to members of the Armed Forces or to members of the Police of New Zealand.
“(4)
Subject to subsections (1) to (3) of this section, expressions used in this Part of this Act which are defined in the Industrial Relations Act 1973 have the meanings so defined.
“(5)
Nothing in sections 2 and 2a or in Part V of this Act shall apply in respect of this Part of this Act.
“119b Offence to strike or lockout in respect of non-industrial matter
“(1)
Every person commits an offence who is a party to, or incites, instigates, aids, or abets—
“(a)
A strike or lockout concerning a matter—
“(i)
Which is not an industrial matter; or
“(ii)
Which the employers and workers involved in the strike or lockout or their respective unions do not have the power to settle by agreement between them; or
“(b)
A strike or lockout that is intended to coerce the New Zealand Government (in a capacity other than that of employer) either directly or by inflicting inconvenience upon the community or any section of the community.
“(2)
Every person who commits an offence against subsection (1) of this section shall be liable on summary conviction—
“(a)
If a worker or other person to whom the following paragraphs of this subsection do not apply, to a fine not exceeding $150:
“(b)
If an officer or member of the committee of management of any union or association, or of the branch (if any) concerned, to a fine not exceeding $700:
“(c)
If a person acting on behalf of an employer, to a fine not exceeding $700:
“(d)
If a union, association, or employer, to a fine not exceeding $1,500.
“(3)
Every person who is a party to, or incites, instigates, aids, or abets a strike or lockout of the kinds mentioned in subsection (1) of this section shall, in addition to any fine to which he may be liable under that subsection, be liable at the suit of any person suffering any loss or damage thereby or apprehending the suffering of any loss or damage thereby to any or all of the remedies available in civil proceedings in tort, and to the same extent as if the strike or lockout were a tort independently of this section:
“Provided that no award of damages shall be made except against a union or association or body corporate or employer.
“(4)
If in any action under subsection (3) of this section the full amount of any damages or costs awarded against any union or association or body corporate is not fully satisfied within 2 months after the date of judgment, all persons who were members of the union or association or body corporate, at the commencement of the strike or lockout in respect of which the judgment was given, shall (unless an order staying execution has been duly made in accordance with rules of court) be jointly and severally liable on the judgment in the same manner as if it had been obtained against them personally, and all proceedings in execution or otherwise in pursuance of the judgment to the extent that it remains unsatisfied may be taken against them or any of them accordingly, except that no person shall be liable under this subsection for a larger sum than $200 in respect of any one judgment.
“119c Failure to resume work where public interest affected
“(1)
Where the Industrial Court is satisfied that—
“(a)
The economy of New Zealand, including in particular its export trade, is substantially affected, or there is every likelihood that it will be substantially affected in the immediate future, by a strike or lockout; or
“(b)
The economy of a particular industry or particular industries is seriously affected, or it is clearly evident that it will be seriously affected in the immediate future, by a strike or lockout; or
“(c)
The life, safety, or health of members of the community is endangered by a strike or lockout—
it shall order a resumption of full work or, as the case may require, of the operation of any undertaking, and (where appropriate) shall at the same time determine the procedure for the settlement of the issue of the strike or lockout and order the taking of any necessary measures for the safety and health of the workers concerned directly or indirectly in the dispute.
“(2)
Where in the case of a strike the issue is one of safety or health the Industrial Court, before making an order for the resumption of work under subsection (1) of this section, shall ensure that a competent authority has investigated the issue and has certified that it no longer exists.
“(3)
Without prejudice to subsection (1) of this section, in the case of a rolling strike the Industrial Court may order the cessation of any further strike action in furtherance of the rolling strike. Any such order shall be deemed to be an order for the resumption of work pursuant to subsection (1) of this section. For the purposes of this subsection the expression ‘rolling strike’ means the action of a number of workers, acting in concert or pursuant to a common understanding, in striking in relay.
“(4)
For the purposes of this section, the resumption of a strike or lockout in respect of which an order for the resumption of work or the operation of an undertaking has been made shall be a failure to observe the order.
“(5)
An order for the resumption of work or the operation of an undertaking under subsection (1) of this section may be applied for by—
“(a)
Any Minister of the Crown on the grounds set out in paragraph (a) or paragraph (c) of subsection (1) of this section; or
“(b)
Any person who proves to the Court that he is directly affected by the strike or lockout; or
“(c)
Any organisation representing any person referred to in paragraph (b) of this subsection.
“(6)
An application under subsection (5) of this section shall be made and dealt with in accordance with the practice of the Industrial Court and in accordance with any rules or regulations governing the procedure of that Court.
“(7)
Every employer or worker commits an offence who fails to comply with an order made under this section for the resumption of work or the operation of an undertaking and shall be liable on summary conviction—
“(a)
In the case of an employer, to a fine not exceeding $1,500:
“(b)
In the case of a worker, to a fine not exceeding $150.
“(8)
Where an order for the resumption of work or the operation of an undertaking made by the Industrial Court under this section is not complied with by any workers or employers—
“(a)
Every union to which the workers or employers belong shall be deemed to have committed an offence against this section and shall be liable on summary conviction to a fine not exceeding $1,500 if it is proved that any officer or member of the committee of management of the union—
“(i)
Advocated or suggested or connived at non-compliance with the order; or
“(ii)
Wilfully failed to inform any worker or employer who was bound by the order that failure to comply with it would constitute an offence; or
“(iii)
Incited, instigated, aided, or abetted any worker or employer in the commission of an offence against this section; and
“(b)
Every person, being an officer or member of the committee of management of any union to which the workers or employers belong or a person acting on behalf of any such employer, shall be deemed to have committed an offence against this section and shall be liable on summary conviction to a fine not exceeding $700 if it is proved that he committed any act mentioned in subparagraphs (i) to (iii) of paragraph (a) of this subsection.
“(9)
In this section ‘Industrial Court’ means the Industrial Court constituted under the Industrial Relations Act 1973.
“(10)
Nothing in section 125 or section 125a of the Industrial Relations Act 1973 shall affect any liability under this section, save that when a judgment or conviction has been obtained against any person under this section no further proceedings shall be taken or continued against him under section 125 or section 125a of the Industrial Relations Act 1973 in respect of the same act.
“119d Application of this Part to Crown corporations
Every body corporate which is an instrument of the Crown in respect of the Government of New Zealand or which is a Government Department or a permanent head of a Government Department shall be a person to whom this Part of this Act (other than paragraph (b) of subsection (1) and subsection (4) of section 119b) applies and against whom a prosecution may be brought in respect of an offence against section 119b(1)(a) or section 119c(7) of this Act.
“119e Application of this Part to Crown generally
“(1)
Any person who is directly affected by any act or omission of the Crown which, if done by a person to whom this Part of this Act applies would constitute an offence against section 119b(1)(a) of this Act, or any organisation representing any person so affected, may apply to the Industrial Court for a declaration that the Crown has acted in contravention of section 119b(1)(a) of this Act, and, for the purposes of any such application, the Crown shall be deemed to be a person to whom this Part of this Act applies.
“(2)
Any person who is directly affected by any act or omission of the Crown which, if done by a person to whom this Part of this Act applies would constitute a lockout, or any organisation representing any person so affected, may apply to the Industrial Court for an order under section 119c of this Act for the resumption of the operation of the undertaking of the Crown affected by the lockout, on the grounds set out in section 119c(1) of this Act, and, for the purposes of any such application, the Crown shall be deemed to be a person to whom this Part of this Act applies.
“(3)
Where an order for the resumption of the operation of an undertaking of the Crown made by the Industrial Court under section 119c of this Act (as applied by subsection (2) of this section) is not complied with by the Crown, any person who is directly affected by that non-compliance or any organisation representing any such person may apply to the Industrial Court for a declaration that the Crown has failed to comply with the order, and, for the purposes of that application, the Crown shall be deemed to be an employer to whom this Part of this Act applies.
“(4)
The Crown shall be liable, at the suit of any person suffering loss or damage caused by any act or omission of the Crown which if done by a person to whom this Part of this Act applies would constitute an offence against section 119b(1)(a) of this Act, to all those liabilities in tort to which it would be subject if that act or omission were a tort independently of this section.
“(5)
An application under subsection (1) or subsection (3) of this section shall be made and dealt with in accordance with the practice of the Industrial Court and in accordance with any rules or regulations governing the procedure of that Court.”
37 Notices
(1)
The principal Act is hereby amended by inserting, after section 120, the following section:
“120a
“(1)
Any notice, special approval, or decision given by the Commission under or for the purposes of this Act shall be sufficiently given if it is in writing under the seal of the Commission or is signed by one or more members of the Commission or by any person purporting to act by direction of the Commission and is given in accordance with section 121 of this Act to the person or persons primarily concerned therewith or to any person or organisation deemed by the Commission to represent the person or persons primarily concerned therewith.
“(2)
Any notice, special approval, or decision given under or for the purposes of this Act by the Secretary or the Examiner or the lawful delegate of either of them shall be sufficiently given if it is in writing, signed by the Secretary or the Examiner or the lawful delegate, and is given in accordance with section 121 of this Act to the person or persons primarily concerned therewith or to any person or organisation deemed by the Secretary or the Examiner or the delegate, as the case may require, to represent the person or persons primarily concerned therewith.
“(3)
All documents purporting to be signed by or on behalf of the Commission, the Examiner, or the Secretary, or to be sealed with the seal of the Commission, shall in all Courts and in all proceedings under this Act be deemed to have been so signed or sealed with due authority unless the contrary is proved.”
(2)
Section 119 of the principal Act is hereby consequentially repealed.
(3)
Section 121 of the principal Act is hereby consequentially amended by inserting, after the words “section 119”
, the words “or section 120a”
.
38 Publication of information
Section 130(2) of the principal Act is hereby amended by inserting, after the word “Minister,”
, the words “or shall, at the direction of the Minister,”
.
39 Power to make regulations with respect to marking of maximum retail prices on packages repealed
Section 132 of the principal Act is hereby amended by repealing paragraph (f).
40 First and Second Schedules amended
(1)
The First Schedule to the principal Act is hereby amended by omitting the words “The Wheat Board Act 1965”
.
(2)
The Second Schedule to the principal Act is hereby amended by adding the following clause:
“5
Fees or charges for professional engineering services performed by members of the New Zealand Institution of Engineers.”
41 Transitional
(1)
Subject to subsection (2) of this section, all matters and proceedings which have been commenced under any provision of the principal Act repealed by this Act and which are pending or in progress at the commencement of this Act, shall, if they are capable of being commenced, continued, and perfected under the principal Act as amended by this Act, be continued and perfected under the appropriate provision of the principal Act as amended by this Act.
(2)
Any prosecution for an offence against the principal Act which has been instituted before the commencement of this Act shall be continued and completed as if this Act had not been passed.
SCHEDULES
FIRST SCHEDULE NEW SCHEDULE 3a TO PRINCIPAL ACT
Section 23(1)
“SCHEDULE 3a” Classes of Mergers and Takeovers Requiring Notification to Examiner Within 10 Working Days of Completion
Sections 68(3), (4), 71(1)
Mergers and takeovers (other than those resulting from the implementation of merger or takeover proposals coming within the Third Schedule to this Act) in which the value of the assets taken over under the merger or takeover equals or exceeds $1,000,000.
Note:
(1)
For the purposes of this Schedule, the value of the assets taken over shall be determined by taking the total value of the assets employed in the businesses involved in the merger or takeover, but excluding the value of either—
(a)
Any business or section of a business which remains under the same ownership or control; or
(b)
If none of the businesses remains under the same ownership and control, then that one of the businesses having the assets with the highest value.
(2)
For the purposes of this Schedule the value of assets shall be determined by reference to the values at which, immediately before the merger or takeover is put into effect, the assets stood in the books of the relevant businesses less any relevant provisions for depreciation:
Provided that where any assets (including goodwill) are shown as having a higher value in any valuation or assessment made for the purposes of the merger or takeover, the value of those assets shall be determined by that higher value and not by the value at which those assets stand in the books of the businesses.
SECOND SCHEDULE Enactments Amended
Section 23(2)
| Enactment | Amendment | ||||||
|---|---|---|---|---|---|---|---|
| 1957, No. 87—The Summary Proceedings Act 1957(Reprinted 1975, Vol. 4, p. 3107) | By repealing so much of Part II of the First Schedule as relates to the Commerce Act 1975, and substituting the following words:
|
||||||
| 1966, No. 19—The Customs Act 1966 | By repealing paragraph (ab) of section 48(3)(as amended by section 133(1) of the Commerce Act 1975), and substituting the following paragraph:
“(ab)For the purpose of implementing any recommendation of the Commerce Commission made pursuant to section 66 or subsection (3)(b) or subsection (4)(b) of section 78 of the Commerce Act 1975; or”. By inserting, after section 179, the following section: “179a Duty may be reduced or remitted to implement recommendation of Commerce Commission“(1) The Minister of Trade and Industry, with the concurrence of the Minister, may at any time, pursuant to a recommendation in that behalf by the Commerce Commission under section 66 or subsection (3)(b) or subsection (4)(b) of section 78 of the Commerce Act 1975, remit the duty payable on any goods or reduce the amount of the rate of duty on any such goods. “(2) Every remission or reduction under subsection (1) of this section shall be made by order given under the hand of the Minister of Trade and Industry and published in the Gazette. “(3) Every order under this section may in like manner be revoked or varied.” |
||||||
| 1973, No. 14—The Overseas Investment Act 1973 | By repealing section 15a (as inserted by section 133(1) of the Commerce Act 1975), and substituting the following sections:
“15a Joint action in relation to merger or takeovers(1) Where notice is required to be given under section 68(1) of the Commerce Act 1975 in respect of any merger or takeover proposal which also requires the consent of the Minister under this Act or any regulations made under it, the Minister shall not give that consent unless it is lawful for the merger or takeover proposal to be implemented under the Commerce Act 1975. “(2) Where, pursuant to section 73(3)(b) of the Commerce Act 1975, the Examiner of Commercial Practices publishes a notice with respect to a proposed merger or takeover and the proposed merger or takeover is one which also requires the consent of the Minister under this Act or any regulations made under it and that consent has not already been given before the publication of the notice, the Minister shall not give that consent until the investigation under that Act has been disposed of. “(3) Where in terms of section 76 of the Commerce Act 1975 the Commerce Commission conducts an inquiry into a merger or takeover proposal or a merger or takeover or a proposed merger or takeover— “(a)The Commerce Commission shall consult with the Commission before making its decision; and “(b)If the Commerce Commission in the case of a merger or takeover proposal or a proposed merger or takeover prohibits the proposal or the proposed merger or takeover or any transactions proposed thereunder in terms of section 78(4)(a) of the Commerce Act 1975 and the consent of the Minister has not already been given, the consent of the Minister shall be deemed to have been refused under this Act or any regulations made thereunder; and “(c)If in terms of section 78(4)(a)(iii) of the Commerce Act 1975 the Commerce Commission permits the merger or takeover proposal or the proposed merger or takeover to proceed subject to terms and conditions, the consent of the Minister may be given under this Act or any regulations thereunder providing that the consent and any conditions attached thereto are not inconsistent with the order of the Commerce Commission. “(4) Notwithstanding the prescription of any time limit in any regulations made under this Act within which any takeover offer notified to the Commission is required to be dealt with or the prescription of any duty under such regulations, where the Examiner of Commercial Practices has published a notice under section 70(4) or section 73(3)(b) of the Commerce Act 1975 with respect to any merger or takeover proposal or any proposed merger or takeover, further action under this Act or any regulations thereunder shall be postponed unless the action is in conformity with the foregoing provisions of this section or the Commerce Act 1975” |
THIRD SCHEDULE Consequential Amendments to Principal Act
Section 23(3)
| Section Amended | Amendment |
|---|---|
| Section 2 | By repealing the definition of the term “partial monopoly”. |
By inserting, after the definition of “Minister”, the following definition: “‘Monopoly’ means a situation in which a person, either alone or together with any inter-connected body corporate (as defined in section 67(6) of this Act), is in a position to substantially control or exercise a predominant influence over a market for goods or services or of any particular description of goods or services in any part of New Zealand; and includes a situation in which a person, either alone or together with any inter-connected body corporate (as defined in section 67(6) of this Act), has by reason of his or their share of the market or technical knowledge or access to raw material or capital, the power to determine the prices or to control the production or provision or distribution of a substantial part of any goods or services or of any particular goods or services in any such market:”. | |
By omitting from the definition of the term “oligopoly”the word “enterprises”, and substituting the words “distinct businesses”. | |
By inserting, after the definition of “wholesaler”, the following definition: “‘Working day’ means any day of the week other than Saturday, Sunday, Christmas Day, Boxing Day, New Year’s Day, the 2nd day of January, Good Friday, Easter Monday, Labour Day, the Sovereign’s birthday, and Waitangi Day.” | |
| Section 4(3) | By repealing paragraphs (b) and (c), and substituting the following paragraph:
“(b)Giving reconsideration to any matter following a direction of the Court under section 46 or section 81d of this Act.” |
| Section 9(1) | By omitting the words “section 72”, and substituting the words “section 77”. |
| Section 17(1) | By omitting the expression “80”, and substituting the expression “81j”. |
| Section 130(1) | By omitting the words (“other than findings made by it under Part III of this Act”). |
| Third Schedule | By omitting the words “section 67(1)”, and substituting the words “section 68(1)”. |
By omitting from the heading the word “Minister”, and substituting the word “Examiner”. | |
By omitting the word “aggregation”wherever it appears, and substituting in each case the words “merger or takeover”. | |
By omitting from the part headed Class B the expressions “$5,000,000”and “$250,000”, and substituting respectively the expressions “$7,500,000”and “$1,000,000”. |
This Act is administered in the Department of Trade and Industry.
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Versions
Commerce Amendment Act 1976
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