Canada’s Competition Bureau: Corruption or Impotence? -An insider story
The following is a work of fiction. *Ahem Ahem*. Sorry. Bad cough. Yes, a work of fiction. Of interest to a great many Canadians. Names, characters, businesses, places, events, locales, and incidents are either the products of the author’s imagination or used in a fictitious manner. Any resemblance to actual persons, living or dead, or actual events is purely coincidental.
It started with a job offer. I graduated from pharmacy school before settling in Canada. When I fully settled here, in 2016, I applied for a job as a pharmacy assistant to get some market experience. Then I got an email. I hadn’t given it much thought, but the pharmacy was part of a giant chain of pharmacies. HR told me I was eligible for a job doing medical compliance for the corporate head office if I was interested. I had lived the past four years between Cairo and the GTA. I had just laid down roots here. Newly settled in Canada, a stranger to the market, this was an excellent opportunity for me. I was indeed, very interested.
Before my interview I researched the corporation that owned all those pharmacies. By which I really mean I looked them up on a search engine and read a few of the results. Turns out the chain pharmacy corporation was owned by another, much larger Canadian corporation. Something of a giant by Canadian standards. Let’s call it corporation X. The pharmacy chain corporation was one of corporation X’s main holdings. But not for long, apparently. X had closed a deal with an even larger American corporation. Let’s call them corporation Y. Y already had a huge presence in the Canadian healthcare industry up until that point in time. Now X had closed a deal to sell the pharmacy chain to Y for a staggering three billion dollars. The technical and legal issues were just being fine tuned but the deal was definitely a thumbs up.
I pass the recruitment process, I take the job and life goes on. Whilst working there I hear that the Competition Bureau had blocked the sale of the pharmacy chain on the grounds that corporation Y already owned too many pharmacies in Canada, and that they would only agree to the sale when twenty-six pharmacies and the retail stores attached to them were cut out of the deal. I’m mildly interested, but then, that’s neither my department, nor my paygrade. I think about it from time to time, but mostly, it’s in the back of my mind. If memory serves me well, the transition happened, without my ever learning what happened to the twenty-six stores. Then one day, we all got an email. Everyone in the head office, certainly. Everyone with a company email as far as I know. The gist of the email is that they got rid of the twenty-six stores, as per the Competition Bureau’s stipulations. They sold them all in one go to another company, with a name so generic and unimaginative it made me curious.
I look them up, and their website is the definition of shady. So bland it’s like they want not to stand out. The colour scheme of the website was the softest beige you can dream. Something not quite yellow, or orange, or cream. Their “team” were a few pictures of people and descriptions of their previous careers before joining. No current job titles. No reference to their current roles. Moreover, they were all drawn from the leadership of either the chain pharmacy I was then working for, or from the leadership of said chain’s main rivals in the Canadian marketplace. But the straw that broke the camel’s back was their attitude to branding. There was something on their web site about a policy to keep the original branding of the stores they buy and change only what they legally must. They only change the name, if memory serves. Naturally, this made me immensely suspicious. But there was more to come. This was the moment of revelation.
I looked up more information about them and found out they were only registered as a corporation in 2015. The year before the news of X selling Y the pharmacy chain became public. I began to connect the dots. A three billion dollar deal. A Competition Bureau objection. A corporation founded only a handful of months before the deal becomes public handles said objection. They buy twenty-six stores in one go, and keep the “original branding”. Their “team” was largely drawn from the previous leaders of the chain they just bought the pharmacies from. How does a corporation barely a year old, if even that much, raise the capital for such a buy? How does it find the money to pay these veteran corporate leaders that were presumably “headhunted”? Having made such a huge purchase, why are they not actively trying to grow in the market, instead of preserving their competitors’ branding? Why opt for the blandest of marketing techniques? To paraphrase Shakespeare, it did not take me long to believe that “Something is rotten in the state of Denmark.” Or rather, something is rotten in the realm of Canada. And now that you know what I know, it likely won’t take you long to feel the same.
Now I don’t know what actually is rotten. I’m not a lawyer, or a government official. I won’t even ask questions about corporate responsibility and good business practices and such. I’ve long viewed businesses as amoral entities, and as such, I rarely expect them to act morally sans the presence of uncommonly strong direction. But I have more justifiable questions we should all be asking. Some of these questions have immediate answers too. Questions like: Who founded that corporation in 2015? Why was it founded? Is what we might justifiably suspect they’re doing illegal? If it is, why would the Competition Bureau let it fly? Do they even know about it? If they don’t, the only conclusion we can draw from that is that they’re ridiculously incompetent. So incompetent, the government shouldn’t be spending the people’s money on them. I presume they have more resources than I dedicated to finding this information, which is to say they have more than a functional computer with a search engine. I’m not going to get into the principles of economy. If our top minds feel we need an institution to regulate competition and monopolies, have at it. But found another one, with a radically different structure. In its current form, the people shouldn’t have to fund this institution.
But then let’s try a different answer. Maybe they did know about it. If they did know about it and it’s illegal, the only conclusion we can draw from that is that there’s corruption involved. And corruption on that scale…The scale of three billion dollars… is unforgivable. It’s scandalous. Which would bring us back to the need to disband the Competition Bureau and overhaul its practices if a successor institution ever comes to replace it. However, before we go ahead and look at those as the only two conclusions, let’s visit another option. Is the situation we suspect with those twenty-six pharmacies even illegal? If the answer is no, then I absolve the Competition Bureau from all blame. But then, we still shouldn’t be funding it. If the legislation leaves the Competition Bureau’s power short of carrying out their mandate, why is there a government budget for them? To waste Canadians’ money? To make a mockery out of our legal system?
Generally speaking, regardless of the two scenarios of “legal” or “illegal”, Canada should not be wasting its money. But there’s a third option. What if this corporation from 2015, the one that “keeps the store branding of its competitors”, has enough capital to buy twenty-six locations, and hires high-paid executives from its very same competitors, is really innocent of all wrong doing? What if this corporation which came out of the blue to smooth over a three billion dollar deal is devoid of all “bad faith business practices”? What if this corporation is unaffiliated with corporation X or corporation Y? What if “what we suspect” isn’t really what they’re doing at all? Well, now that would be something, wouldn’t it? No one’s wrong. It’s all business above board. The Competition Bureau’s grand. X and Y are superb. And nothing is rotten in the realm of Canada. It’s a big if. But then, there’s a lot of big ifs to this story.
You might justifiably ask why speak up now? It’s three or four years after all that went down. I could lie and say I was scared of losing my job. Well, half-lie. I was scared of losing my job when I worked there, but I haven’t worked there since 2018. I could tell another half-truth in that it would have been a conflict of interest at the time. But the truth is, I’ve only recently become a Canadian citizen. In the government process of immigrants becoming citizens, the legal term everyone says is “naturalised.” But in truth, naturalisation is more than a legal process. It’s an emotional one. Most immigrants feel their affiliation with Canada grow with time, but it takes more than an official government process for you to think of Canada as “your” country. On the 28th of November in 2019, I became a citizen of Canada. It’s taken a few months for the fact that this is now “my” country to sink in. But it has. I am a citizen of this country, as surely as any who were born to it. And as a citizen of this country, it’s important to do right by it. The question is, will the powers that be, the people who hold the same citizenship, do the same?