Topic: Antitrust, competition and regulatory

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Bitcoin update: cryptocurrency remains rare in M&A transactions despite potential

Bitcoin remains a fringe currency in the context of M&A transactions. Despite some notable advantages over fiat currency, the risks associated with funding a large transaction using the cryptocurrency have limited its use to deals between players in the Bitcoin space. This article provides an update to our previous article on Bitcoin’s viability as a … Continue reading

M&A implications of recent Federal actions regarding corruption and bribery

Over the past decade, Canada has joined a growing coalition of governments from around the world in toughening its stance against the improper influencing of foreign and domestic government officials. Two recent Government of Canada initiatives encourage acquirers involved in extractive resource industries, or with service contracts with the federal government, to enhance their diligence … Continue reading

New merger review thresholds for Competition Act and Investment Canada Act

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2016. Competition Act Canada uses a two part test for determining whether a pre-merger notification is necessary. The two-part test is based on the size … Continue reading

Competition law implications of M&A: part II

As discussed in a previous post on this blog, a merger or acquisition will be barred where it is found to prevent or substantially lessen competition in a market (Competition Act, s. 92(1)). The Commissioner’s ability to apply to the Competition Tribunal (the Tribunal) to inhibit a merger or acquisition applies to both proposed and … Continue reading

Competition law implications of M&A

Ever wondered why competition regulators in both Canada and the US sometimes put the brakes on M&A deals? As mature markets become increasingly concentrated while smaller players are bought out and entities merge to achieve greater economies of scale, we continue to see headlines featuring the involvement of competition regulators in M&A transactions. But if … Continue reading

Keeping up with the Competition Bureau: recent position statements

Under the Competition Act, RSC 1985 c. C-34, the Competition Bureau (Bureau) reviews mergers to assess whether they are likely to substantially lessen or prevent competition in one or more relevant markets. As stated in its Merger Enforcement Guidelines (Guidelines), the Bureau generally makes its determination by assessing the competitive effects of the merger in … Continue reading

Privacy breaches and M&A transactions: the importance of due diligence and doing it cautiously

Data and privacy breaches have garnered much media attention as of late and the list of companies that have experienced a breach is mounting. The potential costs to companies resulting from large-scale privacy breaches are immeasurable. In addition to the costs associated with resulting litigation (often in the form of privacy breach class actions), publicized … Continue reading

Multi-jurisdictional merger control: a global transaction case study

Join us on Wednesday, April 29, 2015 for a breakfast seminar on multi-jurisdictional merger control: a global transaction case study. Register now Please join us as our panel of merger control lawyers from around the world will offer practical advice for in-house counsel on how safely and effectively to navigate the increasingly complex web of merger … Continue reading

International Financial Law Review Merger Control Survey 2015

The International Financial Law Review  (IFLR) merger control survey provides a comprehensive overview of the key issues and trends in global merger control in 21 jurisdictions. Norton Rose Fulbright was invited along with other local law firms across the Americas, Europe and Asia Pacific to answer a series of questions in relation to the notification … Continue reading

Foreign investment rule changes: narrowed scope but deeper reach

On March 25, 2015 the Canadian government published two long-awaited regulations amending the Investment Canada Act. One is intended to reduce the number of transactions that are subject to pre-closing review and approval, but will increase the amount of detailed information required in routine filings for transactions that are not reviewable. The second will lengthen … Continue reading

New merger review thresholds for Competition Act and Investment Canada Act

The threshold for a pre-closing net benefit review under the Investment Canada Act and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2015. Investment Canada Act The direct acquisition of control of a Canadian business by a non-Canadian from a WTO-member country is subject to pre-closing review and … Continue reading

Supreme Court clarifies test for merger review in Canada

Lays waste to Commissioner’s case on efficiencies, but serves as reminder of hazards of internal documents On January 23, 2015, the Supreme Court of Canada (SCC) released its much-anticipated decision in Tervita Corp. v Canada (Commissioner of Competition). In 2011, the Commissioner of Competition (Commissioner) challenged Tervita Corp.’s merger with a potential competitor, Complete Environmental Inc., … Continue reading

Doing business in Canada: M&A considerations

Canada is a top destination for foreign companies and investors attracted to our wealth of natural resources, stable and sound political and financial systems, and world-class infrastructure. While Canada is an open economy and welcoming of foreign investment, there are issues that corporations and investors should keep in mind when doing business in Canada. Norton … Continue reading

Havenly acquisitions: tax inversions may contribute to M&A activity

2014 is increasingly looking like a celebratory year in Canadian M&A. Despite a mild downturn in Canadian M&A deal flow in 2013, a steady increase in high-profile transactions in 2014 suggests that M&A activity continues to gain momentum, particularly in the retail and consumer product industries. The Canadian M&A market experienced a very strong second … Continue reading

Seminar: Norton Rose Fulbright’s 7th Annual Mergers & Acquisitions School

On Wednesday, September 10, 2014 to Wednesday, October 22, 2014 from 6:30 pm – 8:30 pm (US/Central), Norton Rose Fulbright  will be presenting its 7th Annual Mergers & Acquisitions School for corporate, in-house legal, investment banking and private equity professionals in Houston, Texas. This comprehensive program is designed for participants that desire to develop a … Continue reading

Hidden dangers in M&A: bribery and corruption

Embarking on an international M&A transaction can be an exhilarating time for any company, although there are a host of business and legal issues involved in choosing an appropriate target. One issue that often gets overlooked is the target company’s anti-corruption and bribery practices. As Canadian companies continue to grab up international market space, they … Continue reading

Bureau allows Reynolds to acquire Novelis’ North American foil business

On November 15, 2013, Reynolds Consumer Products, Inc. (Reynolds) agreed to acquire the North American division of  Novelis Foil Products for $35 million. Six months later, on May 26, 2014, the Competition Bureau (Bureau) allowed the acquisition by issuing a No Action Letter to Reynolds and announcing that the merger would be unlikely to cause … Continue reading

Cross-border lumber deal felled by Competition concerns

Tennessee-based Louisiana-Pacific Corporation (LP) recently abandoned its proposed acquisition of Canadian competitor Ainsworth Lumber Co. Ltd. (Ainsworth). The decision came several days after an announcement by U.S. Department of Justice (DOJ) and an announcement by the Canadian Competition Bureau (Bureau) that they each considered the transaction would likely substantially lessen competition of the sale of … Continue reading

Canada’s Competition Bureau requires divestitures and limits on supplier contracts in clearing Loblaw-Shoppers merger

This blog post was written by Bradley Schneider, an Associate in Norton Rose Fulbright’s Calgary office. Approximately eight months after the announcement of Loblaw Companies Limited’s proposed acquisition of Shoppers Drug Mart Corporation, the Competition Bureau (Bureau) concluded its review and reached a consent agreement with Loblaw to resolve certain concerns over the potential anti-competitive … Continue reading

New merger review thresholds for Competition Act and Investment Canada Act

The threshold for a pre-closing net benefit review under the Investment Canada Act and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2014. Investment Canada Act The direct acquisition of control of a Canadian business by a non-Canadian from a WTO-member country is subject to pre-closing review and … Continue reading

Seminar – FCPA and M&A: how to get your target acquisition ready

On Wednesday, January 22, 2014 to Thursday, January 23, 2014, the American Conference Institute will be hosting Houston’s 8th annual FCPA Boot Camp. This comprehensive two-day forum will address the key issues on, and offer practical solutions to ensure your organization is prepared for and compliant with, the latest FCPA developments. Marsha Z. Gerber, a … Continue reading
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