Topic: Antitrust, competition and regulatory

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Facilitation payments exception repealed in Canada

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of facilitation payments and discussed some implications should the exception of facilitation payments be officially repealed in the Corruption of Foreign Public Officials Act (CFPOA).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

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

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

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

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

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

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

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
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