ARCHIVED - Decision CRTC 2001-78

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Decision CRTC: 2001-78

Ottawa, 15 February 2001

Ms. Charlotte Bell
Vice-President, Regulatory Affairs
Global Television Network
81 Barber Greene Road
Toronto Ontario
M3C 2A2

Dear Ms. Bell:

Re:  Application No. 200102046 - Approved
Transfer of control to a Voting Trust Agreement
Report on Business Television, a general Partnership - National

This is in reference to your letter of 15 January 2001 regarding the transfer of control of certain partnership interests in Report on Business Television (ROBTv) as a result of a Voting Trust Agreement (trust) that was put in place on 15 November 2000. The trust relates to the 50% partnership interest held by CanWest Global Communications Corp. (CanWest), through its wholly owned subsidiary Global Communications Limited, in the Report on Business Television, a general partnership (ROBTv Partnership). The trustee is Mr. Albert Gnat, Q.C.

The Commission has also received submissions on this matter from G and M Business News Limited (G and M) in letters dated 24 January 2001 and 31 January 2001. G and M holds a 50% partnership interest in the ROBTv Partnership.

The Commission understands that the trust was established in order to satisfy certain concerns expressed by the Commissioner of the Competition Bureau (Commissioner) in the context of the Bureau's examination of the CanWest-Hollinger transaction.

The Commission further understands that the establishment of the trust was conducted under unusual circumstances and that it has not been a party to the review of the trust arrangements. However, the Commission notes that placing CanWest's partnership interest in ROBTv in the trust results in a transfer of control to the trustee which requires prior approval by the Commission.

In this respect, the Commission notes that the transfer of control to the trustee was conducted before CanWest Global obtained the Commission's prior approval. The Commission reminds CanWest Global that pursuant to paragraph 10(4)(a) of the Specialty Services Regulations, 1990, the partners of ROBTv are required to obtain the prior approval of the Commission for any transaction that directly or indirectly would result in a change by whatever means of the effective control of its undertakings. The Commission views with serious concern the failure to request prior approval for the transfer of control in question.

In the circumstances, the Commission has determined that it is appropriate to approve the transfer of control of the CanWest partnership interest in the ROBTv Partnership to the trustee, Mr. Albert Gnat, Q.C. The Commission notes that pursuant to clause 1(b) of the trust, the arrangement is irrevocable until the earliest of several events, including, for example, the divestiture by CanWest Global or the G and M of their partnership interest in ROBTv. As previously indicated, the Commission notes the requirement for prior approval of transfers of control, and expects appropriate applications to be filed in the event of divestiture.

All letters of approval issued by the Commission are made available for public examination at the Commission's central office and the regional office. The Commission also requires you to append this letter to the ROBTv licence.

Finally, the authority is not to be interpreted in any way as an indication that the Commission is predisposed to authorize any subsequent applications relating to the transaction.

Yours sincerely,

Ursula Menke
Secretary General

Date Modified: 2001-06-28

Date modified: