Topic: Antitrust, competition and regulatory

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Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

Trevor ZeylBy Trevor Zeyl on 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

2018 merger review thresholds for Competition Act and Investment Canada Act

Kevin AckhurstBy Kevin Ackhurst on 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

Sara JosselynBy Sara Josselyn on 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Facilitation payments exception repealed in Canada

Simone NashBy Simone Nash on 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of facilitation payments and discussed some implications should the exception of facilitation payments be officially repealed in the Corruption of Foreign Public Officials Act (CFPOA).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

Simone NashBy Simone Nash on 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

Kevin AckhurstBy Kevin Ackhurst on 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

Sara JosselynBy Sara Josselyn on 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

Rowan WeaverKevin AckhurstBy Rowan Weaver and Kevin Ackhurst on 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

2017 merger review thresholds for Competition Act and Investment Canada Act

Kevin AckhurstBy Kevin Ackhurst on 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

Kevin AckhurstBy Kevin Ackhurst on 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

Matthew LauBy Matthew Lau on 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

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

Sara JosselynBy Sara Josselyn on 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

Kevin AckhurstBy Kevin Ackhurst on 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

Sara JosselynBy Sara Josselyn on 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

Sara JosselynBy Sara Josselyn on 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

Troy UngermanBy Troy Ungerman on 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

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

Sara JosselynBy Sara Josselyn on Posted in Antitrust, competition and regulatory
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

Sara JosselynBy Sara Josselyn on Posted in Antitrust, competition and regulatory, Corporate finance
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

Sara JosselynBy Sara Josselyn on Posted in Antitrust, competition and regulatory, Corporate finance
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

Kevin AckhurstBy Kevin Ackhurst on Posted in Antitrust, competition and regulatory
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
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