Conspiracies, bid-rigging and other agreements that may harm competition

Table of Contents


On this page:

The basics

Generally, competitors are parties that compete, or are likely to compete, to provide products or services. The Competition Act doesn’t allow some agreements between competitors which cause significant harm to competition. Violations can be either civil or criminal. At the Bureau, we investigate agreements or arrangements between competitors to determine if any competition laws were broken.

Agreements that fall under the Competition Act’s criminal provisions

By law, conspiracies to fix prices, allocate markets or restrict supply are crimes. Bid-rigging is also a criminal offence.

Infographic 01 B - Conspiracies, bid-rigging and other agreements that may harm competition

Infographic 01 B - Conspiracies, bid-rigging and other agreements that may harm competition
  • Conspiracies, bid-rigging and other agreements that may harm competition

    Agreements that fall under the Competition Act’s criminal provisions are commonly divided into two main groups, Bid Rigging and Other Conspiracies. Other Conspiracies can be of three types: Price fixing, Market allocation, and supply restriction.

    Price fixing

    Occurs when two or more parties fix the price of goods and/or services.

    Market Allocation

    Occurs when two or more parties divide markets, customers or territories.

    Supply Restriction

    Occurs when two or more parties limit the amount of goods and/or services in the market.

Learn more about common types of illegal agreements that hinder competition.

Agreements relating to wage-fixing and no-poaching are criminal offences. Learn more about these agreements.

DISCLAIMER: The June 2022 amendments to the Competition Act will come into effect on June 23, 2023. The Bureau will issue new guidelines to address wage-fixing and no-poaching agreements. The information on this page will be updated to reflect the final text of the new guidelines.

Other agreements that may harm competition

Some agreements might not break criminal laws, but they could still harm competition. In these cases, we can still review the agreement. Examples of such agreements include:

  • commercialization agreements
  • information sharing agreements
  • research and development agreements
  • joint production agreements
  • joint purchasing agreements

Learn more about other agreements that may harm competition.


If a business breaks the law, it could face any of the following penalties or a combination of them:

Conspiracies and bid-rigging

  • fines
  • criminal record
  • jail time for individuals

Other agreements that may harm competition

  • civil court order

Reasons why compliance is good for your business

Most businesses in Canada want to do the right thing and operate within the law. Companies with strong compliance programs are in the best position to do so.

A credible and effective compliance program minimizes the chances of risky behaviour or potentially illegal activity and its consequences

It can help your organization:

  • operate within the law
  • keep marketing activities compliant
  • understand the risks from industry events and interactions with third parties, such as partners, competitors, or trade associations
  • reduce the risk of costly investigations and lawsuits that interfere with your operations
  • avoid penalties for your business and jail time for your people
  • avoid the consequences of being associated with criminal conduct and protect your reputation
  • minimize your business’ exposure to class action lawsuits
  • remain eligible to participate in federal public procurement
A credible and effective compliance program strengthens your business and your reputation.

It might help:

  • your organization recruit and retain good talent
  • your business compete fairly and with confidence
  • your people spot when others in the market are not playing by the rules
  • your organization meet its environmental, social and governance goals

A small reminder on what makes a compliance program credible and effective

Your compliance program needs to be credible and effective to truly help you.

To be credible, your program must at a minimum show your business’ genuine commitment to obeying the law and competing fairly.

To be effective, your program must inform all your people, and those acting for your organization, that compliance is important. It must inform them of their legal duties and your internal compliance measures. It should also give you the tools to prevent and detect misconduct.

Your program should be reasonably designed, implemented and enforced in the circumstances. This means that it addresses your organization’s risks within your resources and in light of your business activities.

If you’re a small business...

Compliance is important for all businesses, no matter their size, risk profile, industry or location of operation.

Credible and effective compliance programs don’t have to be costly or complicated. They’re not only for large organizations. If your business is small or medium-sized, you need to make sure that management is committed to doing the right thing. Even simple steps can ensure that your compliance program runs effectively.

There are many benefits to having a credible and effective compliance program. Here are just a few examples:

  • You stand a better chance of doing business with larger companies. They generally have compliance programs in place. They’ll probably be more comfortable working with you if you do too. Some might even require their suppliers or partners to have a compliance program.
  • If you want to sell your business, you’ll find it easier to attract potential buyers. Acquirers will look into your organization’s compliance history. A compliance program demonstrates that you take compliance seriously.

Consideration that the Bureau gives to a compliance program

In cases of conspiracies and bid-rigging

In criminal matters, we can investigate whether an offence was committed. If we find evidence of an offence, we may make a recommendation to the Public Prosecution Service of Canada (PPSC). The PPSC has discretion over whether or not to prosecute the case.

A credible and effective compliance program could help you uncover a possible crime at an early stage and facilitate an application under our Immunity and Leniency Programs. The treatment of all immunity or leniency applications under these programs depends on the relevant facts of the case.

Immunity applications
  • Only the first individual or business to report misconduct can be eligible for immunity under our Immunity Program
  • A business with a compliance program might uncover misconduct sooner and could be more likely to qualify for immunity from prosecution
Leniency applications: Mitigating factors
  • Even when immunity is not available, a compliance program may result in favourable treatment when it comes to sentencing
  • If you are a leniency applicant and we are satisfied that you had a credible and effective compliance program in place when the misconduct occurred, we will include it in our recommendation to the PPSC as a mitigating factor to support lenient treatment in sentencing
  • We might also recommend that the PPSC require an applicant to build and maintain a credible and effective compliance program based on the Bureau’s guidance as part of a plea agreement
Leniency applications: Aggravating circumstances
  • Lying about a compliance program or using it to promote misconduct, or to cover it up, will weaken an applicant’s case
  • If during our investigation, we see signs that your program is not credible or effective, we will be skeptical about your commitment to compliance. For example, if senior management attempts to implement a compliance program while they also intend to break the law, we will not consider the program to be either credible or effective
  • Despite individual managers’ involvement in a violation, we might still give consideration to a business’ program if it shows all of the following:
    • the business applied the principles in the Bureau’s guidance to prevent misconduct
    • the manager(s) in question acted alone
    • the perpetrators hid the conduct from others in the company
  • If an individual intentionally broke the law despite the existence of a compliance program, we might consider this as an aggravating factor in our recommendation to the PPSC in relation to that individual

Compliance program review process for leniency applicants

We will consider information and evidence that we see throughout our investigation that speaks to the credibility and effectiveness of your compliance measures. When a leniency applicant asks us to consider its compliance program, our Compliance Unit reviews it to determine if the program applies the principles set out in this guidance.

The burden is on the applicant to prove that its program meets the principles of compliance covered in Build a credible and effective compliance program for your business. The Compliance Unit will need timely access to all appropriate corporate records and staff. This access is voluntary and the leniency applicant may decide whether or not to provide it. If the Compliance Unit lacks information, it might not be able to make a positive recommendation.

The Compliance Unit might also consider relevant information gathered by Bureau staff during their investigation.

Infographic 02 B - Compliance program review process for leniency applicants (for the sections on conspiracies and wage fixing and no poaching agreements)

Infographic 02 B - Compliance program review process for leniency applicants.
  • Compliance program review process for leniency applicants

    The image explains the process of review of compliance programs for leniency applicants.

    First, the Compliance Unit of the Bureau reviews the compliance program to determine if the program is credible and effective. After reviewing the compliance program, the Compliance Unit will make a recommendation to the Deputy Commissioner of Competition (Cartels Directorate).

    The Deputy Commissioner of Competition (Cartels Directorate) of the Bureau, will review the recommendation of the Compliance Unit and further make leniency recommendations to PPSC.

    The PPSC has the discretion to accept or reject the Bureau’s recommendation.

Determining how we will try to resolve a criminal matter

When determining how to address criminal conduct, we will consider the strength of the evidence and determine whether we should recommend prosecution or pursue other forms of resolution like voluntary compliance. In this context, we will take into account the party’s conduct, including whether the business had a pre-existing credible and effective compliance program.

Other agreements that may harm competition: Compliance programs and voluntary or negotiated resolutions

Generally, we encourage voluntary compliance. We often try to reach a negotiated settlement. However, we will not hesitate to vigorously pursue enforcement action when necessary.

Learn more about how we ensure compliance with the law.

We will consider information and evidence that we see throughout our investigation that speaks to the credibility and effectiveness of your compliance measures. You do not need to have a compliance program in place to be able to settle a matter with us or the PPSC. However, if you have one, we (i.e the Bureau or the PPSC) may need you to review and improve it as part of a settlement. If you do not have one, we (i.e the Bureau or the PPSC) may need you to build a credible and effective compliance program based on the Bureau’s guidance to resolve our concerns.

Key takeaways

Risk arising because of your dealings with your competitors

Information sharing

  • Why are you sharing this information? Do you have a lawful reason?
  • Who are you sharing it with? Is it a competitor or a potential competitor?
  • What are you sharing? Is it competitively sensitive?
  • Could this information affect another competitor’s market behaviour? If it could, do not share.
  • Can you prove that your company has taken its decisions unilaterally?
  • Are you SURE this is legal?

Bid rigging

  • Have you agreed with another bidder to do any of the following:
    • submit prearranged bids
    • not submit a bid
    • withdraw a bid
  • Have you done any of the above without prior notice to the tendering authority?

Other conspiracies

  • Have you agreed with your competitor, formally or as an informal understanding, to do any of the following:
    • determine the pricing of products/services
    • choose the products/services you should sell
    • determine the geographic market where you should carry on business
    • allocate customers in any manner
    • change industry production, capacity or inventories
    • prevent other businesses from competing in a particular product or geographical market
  • Have you had a discussion with your competitor on any of the above topics in any “off-the-record” settings? On social media? In any other place?

Other agreements that could harm competition

  • Is your competitor also your customer, supplier or joint venture partner?
  • Have you made any comments that could be viewed as signalling to your competitors any intentions or expectations regarding price, trade terms or other elements of competition?

If in doubt of any of these situations, review our detailed guidance on common types of illegal agreements that hinder competition, other agreements that may harm competition or talk to your lawyer or compliance officer.

Strategies to mitigate your risks

External activities

  • Seek legal advice before contacting or entering into agreements with competitors, or communicating anything that could look like signals to competitors about pricing, trade terms or any other element of competition.
  • Create a clear written agenda when meeting with competitors — don’t stray from the agenda.
  • If any improper discussions arise, your representatives should leave the meeting and have their departure recorded. Such incidents should be reported immediately to your compliance officer or lawyer.
  • Consider including a lawyer in meetings with competitors to provide guidance.
  • Record all contacts with competitors.

Internal activities

  • Make all pricing decisions internally at your company without discussing them with your competitors.
  • Avoid making price announcements early — giving too much notice about pricing changes may lead to illegal manipulation of price or production levels, market allocation, or coordination of any other element of competition.
  • Contact the Competition Bureau’s Information Centre if you encounter or suspect bid-rigging, price-fixing, market allocation or output restrictions.

Miscellaneous activities

  • Participate in trade association activities only if the association implements a credible and effective compliance program.
  • Encourage or require smaller companies that want to act as your sales agent to implement a compliance program.

Case studies

Case study 1 — Conspiracy

Let’s look at two hypothetical scenarios that compare a positive and a negative approach to compliance in the case of a conspiracy.


Widget World is a large, publicly traded Canadian manufacturing company.

Ten years ago, Widget World established a strong compliance program that included competition law. The company took a broad range of management steps, it :

  • trained employees on compliance
  • made the program part of the incentive system
  • established a strong, independent compliance officer who reported to the board

These actions made compliance part of the company’s corporate culture. It started a compliance “speak-up” system and used screening and data analytics to search for patterns that might suggest collusion. The company disciplined employees for violating the program, including managers who were negligent in taking steps to prevent violations.

Five years ago, during a market downturn, there was a shake-up of ownership and management.

Positive approach to compliance

New owners promoted compliance

There was strong pressure to increase sales, cut costs and boost profitability. Still, the new owners and management team continued to emphasize compliance with the company’s employees.

Widget World consistently emphasized the importance of compliance to all employees and conducted regular training, audits and risk assessments.

Negative approach to compliance

New owners focused on profits at all cost

The new owners and management team shifted the company’s priorities toward cutting red tape and boosting profitability above all else.

Widget World slashed training resources for compliance and stopped in-person sessions. The company removed the employee “speak-up” system. It also transferred oversight of the company’s compliance program to a junior legal staffer with no compliance experience.

An invitation to collude

Two years ago, Widget World’s regional sales leaders attended a trade conference. They were approached by their two main competitors, Azure Manufacturing and Zenith Widgets.

Over a late-night meeting, Azure and Zenith asked Widget World to agree to raise prices across the industry and not go after each other’s clients.

Positive approach to compliance

Widget World tried to steer clear of misconduct

Thanks to Widget World’s training and emphasis on compliance, its team knew that this was a clear violation of competition law. Widget World’s team declined the offer and also informed the company’s legal and compliance departments about the conversation.

Widget World continued to obey competition law and made sure to document any suspicious price-fixing behaviour it saw in the industry.

Rogue employee reached out to competitors

Despite complying with competition law and having a positive approach to compliance, Widget World ended up exposed to competition law risk due to the conduct of a rogue employee. One sales manager decided to reconnect with the instigators from Azure and Zenith to help boost his sales.

Unknown to management, he engaged in price-fixing and collusion with the other companies.

Negative approach to compliance

The drive for profits led to a conspiracy

Widget World’s team agreed to the plan to try to keep pace with the other two companies because of its disregard for competition law. Above all else, the business’ drive for profitability pushed the team in this direction.

For two years, the three companies took part in price-fixing and bid-rigging, driving up costs for customers purchasing widgets and reducing competition in the industry. Sales margins were higher than in markets not affected by the scheme.

Management was fully aware of the unusual results and patterns but failed to look into them further. The sales team won large bonuses for the results.


Three months ago, the Bureau received multiple complaints about pricing issues in the widget industry.

Positive approach to compliance


News of Widget World’s involvement in the illegal activity came as a shock to the company’s leaders.

Widget World fully cooperated with investigators and took immediate action against the perpetrators within the company. Restitution was made to customers by repaying the amount the customers overpaid as soon as the violations were uncovered.

Widget World approached the Bureau and obtained a “first-in” marker for immunity under the Bureau’s program thanks to its existing compliance program and the swift action it took once the activity was revealed.

Negative approach to compliance


During the investigation, Azure’s lawyers gave information to the Bureau about the price-fixing agreement among the three companies. As a result, Azure received a “first-in” marker for immunity under the Bureau’s program. Widget World did not cooperate with the Bureau’s investigation.

Eventually, the Bureau recommended to the PPSC that they lay criminal charges against Widget World and Zenith.

Management was distracted from the core business operations by long meetings with lawyers and time in court. The companies faced high legal fees.

Given that Widget World and Zenith did not have effective compliance programs, the companies were not able to detect the conduct. They now face harsh penalties, which includes jail time for certain employees, fines and financial damages from class action lawsuits. They had to make significant changes to their operations to prevent future violations.

Case Study 2 — Bid-rigging

Let’s look at two hypothetical scenarios that compare a positive and a negative approach to compliance in bid-rigging.


Canada 123 Landscaping and Acme Maintenance are two small businesses that offer grounds maintenance services for parks and public buildings in a small Canadian city.

Recently, the Bureau received a complaint from the city’s purchasing department. The city believed Canada 123 and Acme were partners in a bid-rigging scheme.

Two recent contracts seemed to be subject to a rotation. Each contract received only one bid from one of the companies, and the other company did not bid. These bids were usually for a higher price than normal.

Prior to this, both companies had positive reputations with no complaints on file.

Positive approach to compliance

Canada 123’s strong culture of compliance

Canada 123’s compliance program was led by its business manager. The company used resources from the Bureau to create a list of dos and don’ts that was posted inside the company’s offices and on its intranet and handed out to employees on wallet-sized cards.

Management often spoke about the importance of compliance and about the company having zero tolerance for violations. The code of conduct was also updated to tell employees where to go to ask questions and report possible illegal behaviour safely.

Reporting mechanism led to early detection

Canada 123’s owner read in the news that government agencies were getting tougher on companies that were convicted of bid-rigging. Since most of Canada 123’s business came from bidding processes, she wanted her company to be as protected and prepared as possible. She instructed her business manager to ensure their program addressed competition law issues.

Management informed employees in informal meetings about the importance of competition law compliance and reminded them that they could use the company’s reporting mechanism without fear of retaliation.

This reminder prompted a junior-level employee to report to the company’s external auditor that his manager, a newer Canada 123 employee previously at Acme Maintenance, had met with his counterpart outside of work to discuss pricing and bidding intentions.

Negative approach to compliance

Acme’s weak culture of compliance

Acme had no compliance program.

Management and staff were unaware of compliance with competition law and had no training, monitoring or enforcement measures in place.

Senior leaders often spoke of maximizing profits above all else and rewarded the most cutthroat salespeople.

Management involved in misconduct

Several months before the city’s purchasing department complained to the Bureau, a senior sales rep met with Acme’s president and proposed the bid rotation agreement with Canada 123. Acme’s president immediately saw the potential to boost profits and encouraged the rep to pursue the agreement.

When the agreement was finalized, the sales rep emailed the president to let him know. The president replied: “Well done! This agreement was a great idea. Now, we can all win without butting heads with Canada 123 anymore.”

When Acme won its first contract after setting up the bid rotation agreement, the president gave the sales rep a large bonus.

What the investigation found

The Bureau independently uncovered the scheme and gathered sufficient evidence to make out a case of bid-rigging.

Positive approach to compliance

Outcome for Canada 123 Landscaping

In its investigation, the Bureau found that Canada 123 had an effective compliance program, even though a violation occurred.

Its owner’s actions strengthened Canada 123’s position. She was not involved in the scheme, yet she quickly contacted the Bureau to offer cooperation when she found out. She took steps to protect the whistleblower as well.

The Bureau recommended to the PPSC that charges be laid against Canada 123, but suggested lenient treatment for the business and no consequences for the owner.

Negative approach to compliance

Outcome for Acme Maintenance

The Bureau considered that management’s involvement in the bid rotation agreement was an aggravating factor. It showed their lack of commitment to compliance with the law.

The Bureau recommended to the PPSC that charges be laid against the owner of the business, the senior sales rep as well as the business. It recommended that the PPSC seek high fines and jail time for the owner and senior sales rep.

Case Study 3 – Other agreements that may harm competition

Let’s look at two hypothetical scenarios that compare a positive and a negative approach to compliance for other types of agreements that may harm competition.


Alpha Inc and Beta Corp are promising, fast-growing start-ups with innovative cellphone chipset technology. These two competitors realize that they could benefit from working together. They start discussing a possible research and development (R&D) joint venture agreement to develop a commercially viable new chipset. They are considering the following terms:

  • the objective would be to develop a chipset for cellphones with new and additional features to support future innovations
  • the agreement would last for eight years
  • both companies would provide funding to the joint venture
  • neither company will conduct R&D in respect of new chipsets outside of the joint venture
  • once the chipset is developed, both parties can produce and sell the product independently from one another

Positive approach to compliance

Employee training helped identify risks early

Both companies had a comprehensive compliance program. They especially identified and mandated training for all employees in at-risk roles. Both companies conducted training through different methods with special emphasis on games and do’s and don’ts checklist.

The commercial terms of the joint venture were discussed at a high level by the senior business development managers of both companies.

When the junior members of the business development teams received a high-level indication of the terms that their respective management teams wanted to pursue, they suspected that some of the provisions might raise concerns under the Competition Act. They highlighted the issue with the legal team, who confirmed that some of the provisions could be viewed as lessening or preventing competition in the market.

Alpha and Beta immediately hired competition lawyers to advise them in the negotiations. The companies worked with their in-house lawyers and the outside competition lawyers to draft revised joint venture terms, which complied with competition law.


Since they took these measures, both companies removed some of the provisions from their joint venture agreement and revised others. They proceeded with their joint venture without intervention from the Competition Bureau.

The founders of the companies recognized the gap in the training of senior managers. As a result, they strengthened compliance training for senior management.

Negative approach to compliance

Lack of compliance measures exposed companies to risk

Both companies had no compliance program for competition law. Some members of senior management were aware that competition law has some conditions for interaction with competitors, but to save costs, they did not engage a competition lawyer.

The commercial terms of the joint venture agreement were reviewed and negotiated by the business development teams of both companies. They did not actively involve the compliance team in the negotiations. Their lawyers did not have competition law expertise.

The two companies signed the agreement with certain restrictive clauses.

The Bureau learned of the JV and investigated

The Bureau’s intelligence gathering team saw discussions about the joint venture in online forums used by industry insiders and the Bureau started an investigation.


The Bureau pursued civil action against Alpha and Beta. It obtained a court order that meant the joint venture never went into effect. Management for both companies spent long hours meeting with lawyers and sitting in court. They had to pay high legal fees.

How to contact us

For general inquiries: contact the Bureau

DISCLAIMER: Because every situation presents unique facts, the information set out herein is provided for general information only. This content is not a substitute for legal advice, nor is it a binding statement of the Commissioner of Competition’s position on the requirements or efficacy of any particular compliance program. Indeed, there is no one-size-fits-all approach when it comes to achieving credible and effective compliance.

The Competition Bureau launched a Compliance Portal to help you and your business stay on the right side of competition and labelling laws. It replaces the Corporate Compliance Programs Bulletin. We’re currently reviewing the feedback we received during the recent consultation on the form and substance of this portal. An update will follow later this year.