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 2017. 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
On December 19, 2016, the Government of Canada issued long-sought guidelines to help foreign investors and their advisors understand the national security review process under the Investment Canada Act (ICA). Following amendments to the ICA in 2009 the government has had the explicit authority to review investments in Canadian businesses by non-Canadians to determine whether … Continue reading
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
Last year we reported on Ontario’s distinction as the only Canadian province that has not repealed its century-old Bulk Sales Act (the Act). With its goal of creditor protection now served by more modern legislation, the Act is generally viewed as a nuisance, adding time and cost to transactions. However, the wait may soon be … Continue reading
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
Dealmakers 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