Kevin Ackhurst (Toronto)

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Timely, or too soon? Competition Bureau releases guidance on “failing firm” claims in merger reviews

By Kevin Ackhurst (Toronto), Erika Woolgar and Alexane Samson on May 14, 2020 Posted in Antitrust, competition and regulatory, M&A

On April 29, in a rare decision based on the “failing firm” rationale, the Competition Bureau announced it would not challenge the acquisition of Total Metal Recovery (TMR) Inc. by American Iron & Metal Company Inc. (AIM), because TMR would have likely exited the market without the merger. The Bureau released a detailed position statement … Continue reading

Canadian Government Announces New Policy Applying “Enhanced Scrutiny” to Certain Foreign Investments During COVID-19

By Kevin Ackhurst (Toronto) on May 7, 2020 Posted in Antitrust, competition and regulatory, M&A

Market Contraction The financial markets and global economy have experienced a precipitous decline and substantial volatility due to the economic impact of the ongoing COVID-19 pandemic. This has had a significant and immediate impact on the level of M&A activity, both in Canada and globally, as companies are shelving deals or simply walking away entirely. … Continue reading

Competition Bureau Issues Additional Guidance on Competitor Collaboration During COVID-19 Pandemic

By Kevin Ackhurst (Toronto) and Anisha Visvanatha on April 9, 2020 Posted in Antitrust, competition and regulatory, M&A

Canadian businesses continue to face unprecedented challenges in light of the rapid spread of COVID-19. On March 20, the commissioner of competition provided some guidance for industry on the continuing application of the Competition Act to competitor collaborations, which we summarized in a recent bulletin. In short, the statement indicated that the Competition Bureau’s pre-existing … Continue reading

2020 merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on April 2, 2020 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 now both been released for 2020. The Commissioner of Competition announced on April 1 that the threshold would remain the same as in 2019. Competition Act Canada uses a two-part test for … Continue reading

CANADA’S COMPETITION BUREAU IS KEEPING AN EYE ON SMALL M&A DEALS

By Kevin Ackhurst (Toronto) on October 18, 2019 Posted in Antitrust, competition and regulatory, M&A

The Competition Bureau (the “Bureau”) is required to review certain merger transactions that exceed various financial thresholds, based on the size of the business being acquired and the combined size of the buyer, the target business, and their affiliates. The notification thresholds under the Competition Act (the “Act”) are discussed in more detail here. The … Continue reading

2019 merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on February 5, 2019 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 2019. 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

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

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

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

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

By Rowan Weaver 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

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

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

Foreign investment rule changes: narrowed scope but deeper reach

By Kevin Ackhurst (Toronto) on March 27, 2015 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

New merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on February 5, 2015 Posted in Antitrust, competition and regulatory, Corporate finance

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

By Kevin Ackhurst (Toronto) on January 26, 2015 Posted in Antitrust, competition and regulatory, Corporate finance

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

Bureau allows Reynolds to acquire Novelis’ North American foil business

By Kevin Ackhurst (Toronto) on July 15, 2014 Posted in Antitrust, competition and regulatory, Corporate finance

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

Cross-border lumber deal felled by Competition concerns

By Kevin Ackhurst (Toronto) on July 8, 2014 Posted in Antitrust, competition and regulatory, Corporate finance

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

New merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on January 21, 2014 Posted in Antitrust, competition and regulatory, Corporate finance

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

Global perspective on competition and antitrust issues

By Kevin Ackhurst (Toronto) on October 16, 2013 Posted in Antitrust, competition and regulatory

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

By Kevin Ackhurst (Toronto) on October 8, 2013 Posted in Antitrust, competition and regulatory, Technology and innovation

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

Investment Canada Act amendments raise questions for state-owned enterprises

By Kevin Ackhurst (Toronto) on May 13, 2013 Posted in Antitrust, competition and regulatory

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

By Kevin Ackhurst (Toronto) on March 8, 2013 Posted in Antitrust, competition and regulatory

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

By Kevin Ackhurst (Toronto) on January 14, 2013 Posted in Antitrust, competition and regulatory

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