Topic: Antitrust, competition and regulatory

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Competition Bureau opens consultation on revised immunity and leniency programs

By Troy Ungerman (Toronto) on June 14, 2018 Posted in Antitrust, competition and regulatory

Last month, the Competition Bureau issued its revised immunity and leniency programs for public consultation (open until June 29), an important development as it represents the culmination of a process that began in 2015. An initial draft of the immunity program, published last fall, was subject to public consultation and the Bureau made further revisions … Continue reading

The Competition Bureau is soliciting feedback from stakeholders on two new advocacy initiatives

By Ahad Ahmed (Toronto) on May 29, 2018 Posted in Antitrust, competition and regulatory

The Competition Bureau recently issued a news release soliciting feedback from stakeholders regarding two of its newest advocacy initiatives: Opportunities where the Bureau can support increased competition through changes to regulations or policies; and Input on the Bureau’s draft Market Studies Information Bulletin. Supporting Increased Competition Using the Advocacy Suggestion Form, the Bureau is collecting perspectives on … Continue reading

Legal update: new European data privacy law comes into force on May 25, 2018

By Mark Bissegger (Toronto) on May 17, 2018 Posted in Antitrust, competition and regulatory, M&A

On May 25, 2018 the European Union’s General Data Protection Regulation (GDPR) will come into force. The GDPR will create new requirements for Canadian companies that handle the personal information of European individuals. The GDPR also allows for heavy penalties to be imposed on organizations that fail to comply with this new regulatory regime. Based … Continue reading

Competition Act Merger Filing Fees Increases to $72,000

By Kevin Ackhurst (Toronto) on May 1, 2018 Posted in Antitrust, competition and regulatory, M&A

Effective May 1, 2018, merging parties will need to dig deeper to cover the fee that must be paid when filing a pre-merger notification or seeking an advance ruling certificate under the Competition Act. The fee is jumping from $50,000 to $72,000. In justifying the increase, the Competition Bureau argues that the fee has not … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

By Trevor Zeyl (Toronto) on April 19, 2018 Posted in Antitrust, competition and regulatory, Governance and directors' liability, M&A

The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee … Continue reading

Are megadeals coming back?

By Jaray Zhao (Toronto) on April 12, 2018 Posted in Antitrust, competition and regulatory, M&A

The year of 2017 witnessed a worldwide slowdown in the number of megadeals[1]. According to a recent Mergermarket Report (the Report), the global total for the number of deals worth US$4 billion or more decreased from a peak of 158 in 2015 and 133 in 2016 to 129 in 2017. In Canada, the number of … Continue reading

2018 merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on February 14, 2018 Posted in Antitrust, competition and regulatory, M&A

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 2018. 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 of the parties and the … Continue reading

FTC announces increased HSR thresholds for 2018

By Sara Josselyn (Toronto) on February 5, 2018 Posted in Antitrust, competition and regulatory, M&A

On January 26, 2018 the Federal Trade Commission announced increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. These reporting thresholds are revised annually based on changes in the US gross national product, and the increases will apply to all transactions that close after the effective date, which likely will be … Continue reading

Facilitation payments exception repealed in Canada

By Simone Nash (Toronto) on October 30, 2017 Posted in Antitrust, competition and regulatory, M&A

Last week, we covered the topic of facilitation payments and discussed some implications should the exception of facilitation payments be officially repealed in the Corruption of Foreign Public Officials Act (CFPOA). The repeal has now come to fruition. Global Affairs Canada has announced the removal of the facilitation payments exception from the CFPOA, with the … Continue reading

Facilitation payments and considerations for Canadian businesses

By Simone Nash (Toronto) on October 26, 2017 Posted in Antitrust, competition and regulatory, M&A

As previously reported, the growth in cross-border transactions has been significant in 2017 thus far. This, coupled with the growing importance of anti-corruption and anti-bribery legislation on an international level, serves as a reminder to companies that laws surrounding the governance of foreign bribery and corruption are still evolving. The Corruption of Foreign Public Officials … Continue reading

Competition Act merger filing fees likely to jump in 2018

By Kevin Ackhurst (Toronto) on October 23, 2017 Posted in Antitrust, competition and regulatory, M&A

The Canadian Competition Bureau has started the process to increase the fee that must be paid when filing a pre-merger notification or seeking an advance ruling certificate under the Competition Act. The fee is currently $50,000, and the Bureau is seeking permission to increase the fee to up to $72,000, effective April 1, 2018. Any … Continue reading

From renegotiation to reticence: how changing NAFTA may slow the PE market

By Sara Josselyn (Toronto) on September 12, 2017 Posted in Antitrust, competition and regulatory, M&A, Technology and innovation

Renegotiating or withdrawing altogether from the North American Free Trade Agreement (NAFTA) has been a focal point of both President Trump’s presidential campaign and his administration. This threat of renegotiation or withdrawal has also been the source of immense speculation from lawyers, economists, politicians and the like regarding the expected implications for the economy, key … Continue reading

Investment Canada Act update: new thresholds and national security in the news

By Rowan Weaver (Toronto) and Kevin Ackhurst (Toronto) on July 18, 2017 Posted in Antitrust, competition and regulatory, M&A

Threshold now $1 billion As a result of recent amendments, most direct acquisitions of control of a Canadian company now only require prior approval of the Minister of Innovation, Science and Economic Development under the Investment Canada Act if the enterprise value of the Canadian business exceeds $1 billion. That is expected to reduce the … Continue reading

Chinese capital controls shake-up global M&A market

By Sean Williamson (Toronto) on March 9, 2017 Posted in Antitrust, competition and regulatory, M&A

In late 2016, the Chinese State Council announced new capital controls were to be put in place as of January 1, 2017, with the aim of reducing the outflow of currency from China. These new measures are seen as likely to have significant impacts on industries around the globe, such as housing markets and insurance, … Continue reading

2017 merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on March 3, 2017 Posted in Antitrust, competition and regulatory, M&A

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

National security guidelines shed light on Investment Canada review process

By Kevin Ackhurst (Toronto) on December 20, 2016 Posted in Antitrust, competition and regulatory, M&A

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

By Matthew Lau (Toronto) on September 29, 2016 Posted in Antitrust, competition and regulatory, Finance, M&A

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

Ontario’s Bulk Sales Act: Repeal at last?

By Jessica Lyn on July 7, 2016 Posted in Antitrust, competition and regulatory

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

Canada and the EU: update on CETA

By Sara Josselyn (Toronto) on April 6, 2016 Posted in Antitrust, competition and regulatory, Corporate finance

Negotiations between Canada and the European Union (EU) on the Comprehensive Economic and Trade Agreement (CETA) began in 2009. In October 2013, an agreement was reached in principle and last month, it was reported that the legal review of CETA has finally been completed. Some reports indicate that CETA could come into effect next year. … Continue reading

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

By Sara Josselyn (Toronto) on March 30, 2016 Posted in Antitrust, competition and regulatory, Corporate finance

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

By Kevin Ackhurst (Toronto) on February 9, 2016 Posted in Antitrust, competition and regulatory

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

By Sara Josselyn (Toronto) on January 7, 2016 Posted in Antitrust, competition and regulatory, Corporate finance

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

By Sara Josselyn (Toronto) on December 16, 2015 Posted in Antitrust, competition and regulatory, Corporate finance

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

By Troy Ungerman (Toronto) on September 30, 2015 Posted in Antitrust, competition and regulatory, Corporate finance

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