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insight and perspectives on developments in mergers + acquisitions

Category Archives: Antitrust, competition and regulatory

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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

Canada’s anti-corruption regime: implications for corporate governance practices

Legislative amendments and increasingly rigorous enforcement practices under the Corruption of Foreign Public Officials Act (“CFPOA” or “the Act”) mark the robust developments taking place in Canada’s anti-corruption regime. Changes to the law and the enforcement thereof carry significant implications for companies and their corporate governance practices. The CFPOA sets out as a criminal offence … Continue Reading

Webinar – M&A in 2013: Acquisition techniques – mergers versus tender offers

Join us on Thursday, November 14, 2013 for a webinar on M&A acquisition techniques. Register now In this web seminar, three partners at Norton Rose Fulbright, all highly experienced in a broad range of transactions, will discuss the various considerations in choosing between a one-step merger, for example, versus a two-step tender offer followed by … Continue Reading

Antitrust-approval risks: issues and pitfalls in international M&A agreements

Obtaining antitrust approvals is a key part of the overall transaction process for many M&A transactions. Currently, there are over 100 national and regional antitrust regimes, with new regimes being introduced and existing regimes extended on a regular basis. Recognizing the growing complexity of the antitrust approval process, merging parties and their counsel increasingly seek … Continue Reading

CETA may be good for business in M&A

Earlier this month, Canada and the European Union unveiled the Comprehensive Economic and Trade Agreement (CETA), a trade initiative designed to benefit Canadians — from individual workers and consumers to large scale corporations — by way of eliminating tariffs for Canadian goods entering the EU market and facilitating secure and preferential market access by Canadian … Continue Reading

Global perspective on competition and antitrust issues

The latest edition of Norton Rose Fulbright’s Competition World is now available. This award-winning quarterly publication provides a global survey of recent competition and antitrust law developments in a practical and accessible format. Of particular relevance in this edition is an overview of bid-rigging, which is a criminal offence in Canada and in many other … Continue Reading

Canada blocks telecom deal for national security reasons

The Canadian government has used the Investment Canada Act to block the proposed acquisition of the Allstream division of Manitoba Telecom Services Inc. by Accelero Capital Holdings for national security reasons.  On October 7, 2013, the Minister of Industry, James Moore, issued a brief statement in which he noted: MTS Allstream operates a national fibre optic network that provides critical telecommunications … Continue Reading

Doing business in Canada – Competition and foreign investment laws

The federal Competition Act sets out a framework to promote and maintain fair competition and applies to Canadians and non-Canadians alike. The chapter on Competition and Foreign Investment Laws (pdf 186kb) in our guide to Doing business in Canada addresses sections of the Competition Act relevant to an acquirer of an existing Canadian business, and also speaks … Continue Reading

Webinar – M&A in 2013: FCPA successor liability issues

Join us on Thursday, September 19, 2013, for a webinar on FCPA successor liability issues. This program will provide an inside look at recent FCPA enforcement trends of the DOJ and SEC in connection with successor liability, including guidance the enforcement agencies have provided regarding M&A due diligence and current industry specific focus areas. Register now … Continue Reading

Investment Canada Act amendments raise questions for state-owned enterprises

Following its approval in December 2012 of two high-profile transactions involving foreign state-owned enterprises acquiring Canadian businesses, the Canadian government announced new policies that would guide the minister of industry in applying the Investment Canada Act (ICA) to subsequent similar transactions.  On April 29, 2013, the government introduced its budget implementation bill, Bill C-60, which … Continue Reading

Federal Court of Appeal endorses projecting future events in upholding Canadian Competition Tribunal decision

On February 11, 2013, the Federal Court of Appeal (FCA) released its reasons in Commissioner of Competition v Tervita Corporation, an appeal of the Competition Tribunal’s (the Tribunal) 2012 divestiture order against Tervita. The case is important because it marks the first time the commissioner of competition has successfully challenged a merger based on a … 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 2013. 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

Navigating the new Investment Canada rules for state-owned enterprises

On December 7, 2012, the Canadian government approved two proposed investments in Canadian energy companies by state-owned enterprises (SOEs) under the Investment Canada Act (ICA): the proposed acquisition by PETRONAS of Progress Energy Resources Corp. (Progress) and the proposed acquisition of Nexen Inc. (Nexen) by China National Offshore Oil Company (CNOOC). Norton Rose Canada represented … Continue Reading

Mandatory Jail Time for Certain Competition Act Offences Now in Effect

Effective today, an individual convicted of certain violations of the Competition Act (Canada) may be punished with prison time instead of community service. These offences include price-fixing, bid-rigging and misleading advertising. For more information please see Norton Rose’s Legal Update on the topic prepared by our colleague Stephen Nattrass  here. Merging parties should take note of these amendments because … Continue Reading

There’s a new sheriff in town: government announces Interim Commissioner of Competition

Following the resignation of Melanie Aitken as Commissioner of Competition, the federal government announced on September 26, 2012 that John Pecman would serve as Interim Commissioner of Competition for up to one year.  Pecman, most recently Senior Deputy Commissioner – Criminal Matters Branch, has worked at the Bureau for almost thirty years and served in … Continue Reading

Criminal charges laid for alleged breach of merger consent agreement

On September 11, 2012, the Competition Bureau announced that it laid criminal charges under section 66 of the Competition Act against Progressive Waste Solutions Ltd. and its subsidiary BFI Canada Inc. for “multiple breaches” of a June 2010 consent agreement with the Bureau.  The consent agreement resulted from the 2010 merger of IESI-BFC Ltd. and … Continue Reading

Leadership changes and other merger developments at the Competition Bureau

Changing of the GuardDealmakers should take note of several recent significant merger-related developments at the Competition Bureau: Commissioner’s Resignation - The head of the Bureau, Commissioner of Competition Melanie Aitken, announced that she intends to resign in September 2012; New Head of the Mergers Branch - Effective August 7, 2012, there will be a new head of the Mergers Branch, which has … Continue Reading

Amendments to Investment Canada Act intended to increase transparency

On April 27, 2012, the federal government announced it would amend the Investment Canada Act to allow the Minister of Industry greater flexibility in explaining why a proposed foreign takeover of a Canadian business raises preliminary concerns.  The amendments, contained in the government’s annual budget bill, will also empower the Minister to accept offers of security … Continue Reading

Competition Bureau to Publish Merger Register

Merger RegisterUPDATE:  The Merger Register went live on March 9, 2012. The Competition Bureau will, at “the beginning of March”, start publishing a “Merger Register” on its website that will disclose certain information about transactions that are subject to the pre-merger notification obligations contained in the Competition Act.  Designed to increase the level of transparency at the … Continue Reading

Higher Investment Canada Act & Competition Act Thresholds for 2012

 Under the Investment Canada Act, Canada’s foreign investment review law,  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 approval where the assets of the acquired business exceed a prescribed threshold.  Effective February 25, 2012, that threshold is $330 million, up from the 2011 … Continue Reading