MEG-a changes: Competition Bureau releases consultation draft of its new merger enforcement guidelines

The Competition Bureau has released a consultation draft of its proposed merger enforcement guidelines (Draft MEGs). Interested parties are invited to provide feedback before February 11, 2026, following which the Bureau will publish its final guidelines.

The Draft MEGs are a total rewrite of the Bureau’s merger enforcement guidelines and provide helpful insight on the Bureau’s analytical approach to reviewing mergers following the significant changes to the Competition Act (Act) that came into force between 2022 and 2025. For more information on the changes to the Act generally, please visit our Competition Act amendments hub here, and our legal update on merger-specific changes here.

Our experience is that the Draft MEGs reflect the Bureau’s current approach, with the key takeaway being that, for many mergers, the review will be more complex and take longer than was historically the case. Companies involved in mergers need to understand that the merger review process has changed and account for this in their deal planning. 

What’s changing? 

The Draft MEGs essentially rewrite the current guidelines, which were last updated in 2011. The new guidelines reflect a modernized approach to merger enforcement in light of the rise of the digital economy and the recent changes to merger provisions of the Act.

Key changes to the Bureau’s analytical approach include:

• Application of the structural presumption: The Act now treats mergers that exceed certain market share or concentration thresholds as presumptively anti-competitive.¹ The Bureau will still consider evidence of the actual effects of the merger where the structural presumption applies, but the burden is now on the parties to rebut the presumption of harm. The more the thresholds are exceeded, the stronger the rebutting evidence must be. The Draft MEGs also make it clear that mergers that do not trigger the structural presumption may nonetheless be found to substantially harm competition. 
• Non-horizontal mergers: The Draft MEGs have removed the assumptions, built into the 2011 guidelines, that non-horizontal mergers (i.e. mergers between customers and suppliers) are “generally less likely to prevent or lessen competition” and they “frequently create significant efficiencies.” The draft guidelines provide more detailed guidance on the possible anti-competitive effects of vertical and conglomerate mergers, and the Bureau’s approach to assessing them.
• Focus on data and digital platforms: The Draft MEGs add a dedicated framework for platforms and multi-sided markets, i.e., markets that have two (or more) different sets of customers, including recognizing network effects² as a key feature of these markets. The draft guidelines recognize access to data as a key competitive factor in certain industries that can provide an advantage to existing firms that accumulate data through their operations in a market.
• Coordinated effects and algorithmic pricing tools: The Draft MEGs retain classic coordination factors, but add modern facilitators such as algorithmic pricing, real-time pricing updates, and the use of third parties such as market intelligence firms or pricing advisors.
• Monopsony power and labour markets: The Draft MEGs reflect the increased focus on labour markets. The Bureau will assess the effects of a merger on competition in labour markets by focusing on whether workers have sufficient competitive employment alternatives.
• Treatment of efficiency gains and pro-competitive effects: The efficiencies defence for mergers was repealed effective December 15, 2023. The Bureau will now only consider efficiency gains as a factor in the competitive effects analysis where those gains are clearly specific to the merger under review (i.e., could not be achieved through other means, including a modified version of the merger), substantiated with rigorous and independent evidence, and demonstrably likely to enhance competitive outcomes in a way that benefits Canadians. Similarly, the Bureau will consider the pro-competitive effects of a merger only where the claimed benefits are merger specific, enhance rivalry between firms, and are supported by reliable evidence. 

Importantly, the Draft MEGs do not address the more stringent test for merger remedies that came into effect in June 2024, which requires remedies to preserve or restore competition to the level that would have existed but for the merger.³ The Bureau’s existing bulletin on merger remedies (last updated in 2006) has not been updated to reflect the current standard. It is hoped the Bureau will soon update this guidance to provide clarity and transparency to merging parties to transactions where a remedy may be required to address the alleged harm to competition.

Next steps for interested parties

Once finalized, the Draft MEGs will be an important resource for merging parties and their advisors. Interested businesses can provide comments on the Draft MEGs on or before February 11, 2026, by emailing cbmegconsultation-bcconsultationldf@cb-bc.gc.ca. Submissions will be published on the Bureau website unless they are requested to be kept confidential. 

We will continue to monitor new developments in this area and will be publishing a series of in-depth analyses on the key changes to the Bureau’s merger enforcement approach.