Tag archives: Regulatory

Lower 2021 thresholds announced for merger reviews under Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on February 12, 2021 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 now both been released for 2021. Thresholds under both statutes decreased slightly, meaning more transactions may be reviewable or notifiable, respectively, than in 2020.

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 size of the transaction. The transaction size component can be adjusted annually for inflation. Under the size of the parties test, … Continue Reading

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

By Kevin Ackhurst (Toronto), Neil Rosen (Toronto) and Kenza Bensaid 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.

In fact, Thomson Reuters, citing data from the financial research firm Refinitiv, recently reported that there was a 57% decline in M&A activity in Q1 2020 as compared to Q1 2019, as Canadian M&A activity dropped to its lowest level since 2015. Globally M&A activity … 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

NAFTA 2.1: Bringing certainty to an uncertain time

By Olga Lenova (Toronto) on December 18, 2019 Posted in M&A

If there is anything that Canadian dealmakers are all too familiar with in 2019, it’s the concept of uncertainty. Raging trade wars, geopolitical tensions, elections, and a forecasted economic downturn are all pervasive in everyday conversation. Despite this, deal flow has remained robust throughout the first three quarters of 2019, as summarized in a recent post. Fortunately, significant uncertainty in relation to trade with the U.S. and Mexico is hopefully coming to an end.

Representatives from Canada, the U.S. and Mexico met last week to sign what some are calling “NAFTA 2.1” but is formally known as the Canada-United … Continue Reading

Parties to M&A must be diligent about climate change

By Victoria Riley (Toronto) on November 22, 2019 Posted in Energy, Environment, M&A

Climate change has become a high profile issue that is expected to have significant implications for M&A transactions going forward. As public awareness and scientific understanding of climate change continues to evolve, we are more informed about the climate change-related risks that businesses must grapple with and get ahead of. As a result, businesses need to be especially diligent in their assessment of a range of factors that may be impacted by the changing climate when completing M&A transactions. While the risks that should be considered will, of course, vary between transactions, the following is a list of climate-related factors … 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 Bureau reviews transactions that exceed these thresholds (“notifiable transactions”) to assess the potential competitive effects of the deal prior to its completion, and if the Bureau concludes that a transaction is likely to substantially lessen or prevent competition, they may seek a remedy (such … Continue Reading

Global payments industry: frantic M&A activity not slowing down

By Mark Convery and Peter Valente (Toronto) on June 11, 2019 Posted in Finance, M&A

A payments industry that was stagnant and stale for decades has recently entered a transformational and disruptive period of innovation, with seemingly boundless growth ahead.

Payments players have engaged in record-setting levels of global mergers and acquisitions (M&A) activity over the course of the past few years, but 2019 is poised to be yet another banner year for deal-making in the payments space. Rather than showing signs of plateau, this crescendo is set to continue beyond the immediate future.

The frenetic pace of M&A activity in the payments space recently has grown out of a confluence of factors. Private equity … Continue Reading

A-I Captain! Know the legal risks of buying an AI company… or go down with the ship

By Troy Ungerman (Toronto) on May 7, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

On February 21, 2019, Blackberry completed its acquisition of Cylance, a privately-held artificial intelligence (AI) and cybersecurity company. Acquisitions of AI companies like Cylance are becoming increasingly common as businesses seek to realize the opportunities in offering much-improved products or services to their customers. Canada, in particular, has become a hotspot for activity in the AI industry.

Acquiring an AI company is not always smooth sailing. There are common risks that buyers must be aware of prior to embarking on an acquisition.

Know where the data comes from

An AI derives its value from data sets used … Continue Reading

There’s snow business like snow business: considerations for your off-season acquisition

By Troy Ungerman (Toronto) on April 25, 2019 Posted in Environment, M&A

Eastern Canada’s ski season has officially come to a close. However, there is more reason than ever to keep an eye on the moguls. While activities on the slopes may have ceased, market activity is often at its peak during the off-season (pun intended). For example, in April 2017, Aspen Skiing Co purchased Intrawest – the company that owned the Blue Mountain and Mont Tremblant ski resorts – for $1.5 billion US. In August of the year prior, Vail Resorts similarly agreed to purchase Whistler Blackcomb for $1.4 billion.

For buyers considering such an investment this off-season, the following considerations … Continue Reading

Tax competition is coming – review of the Federal Fall Economic Update

By Carl Deeprose (Toronto) on December 27, 2018 Posted in Tax

On November 20, 2018, the federal Government of Canada released their Fall Economic Update – a review of the country’s finances and economic health that addresses trends and changes taking place in Canada and the world since the federal Budget in the spring.

Of particular note in 2018 was the anticipated response to the U.S. tax reform enacted by the Trump administration. In addition to slashing corporate tax rates from approximately 35% to approximately 27% (including state taxes) – an amount that puts pressure on Canada’s corporate tax rates, which vary between 26.5% and 31% – the U.S. tax reform … Continue Reading

Tokenizing securities: is it worth it?

By Troy Ungerman (Toronto) on October 30, 2018 Posted in Corporate finance, Finance

Tokenization refers to the process of converting the right to an asset into a digital token, issued, stored, and transferred on a blockchain (the latter of which we’ve covered previously). Many real world assets can be tokenized, including fine art and real property.

Of particular interest in corporate finance is the tokenization of securities, such as bonds, stocks, and derivatives. A crucial feature of security tokens is that they would be issued in full compliance with securities laws and regulations, making them more appealing to institutional investors.

Lower costs, higher liquidity

Private securities are often significantly less … Continue Reading

Quebec opens its door to InsurTech: opportunities to grasp

By Pier-Olivier Poisson (Montreal) on September 4, 2018 Posted in M&A, Technology and innovation

The insurance industry is changing. A more digitally savvy customer base and the emergence of new technologies are reshaping the sector. Enter technology-led companies known as “InsurTechs.”

In Québec, this innovative business approach along with a substantial legislative change is expected to increase M&A transactions.

Mindful of offering a regulatory environment that is flexible and apt to respect the evolution of technologies and consumers’ needs, the province adopted Bill 141, An Act mainly to improve the regulation of the financial sector, the protection of deposits of money and the operation of financial institutions, on June 13, 2018. This … Continue Reading

Higher Investment Canada Act & Competition Act Thresholds for 2012

By Kevin Ackhurst (Toronto) on February 28, 2012 Posted in Antitrust, competition and regulatory

Under the Investment Canada Act, Canada’s foreign investment review law, 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 approval where the assets of the acquired business exceed a prescribed threshold. Effective February 25, 2012, that threshold is $330 million, up from the 2011 threshold of $312 million.

Under the Competition Act, Canada’s antitrust law, there is a two-part test for determining whether a pre-merger notification is necessary. The test is based on the size of the parties and the size of the transaction. Under … Continue Reading