Davies Ward Phillips & Vineberg LLP
2 Contributions by Davies Ward Phillips & Vineberg LLP
PRACTICE NOTES
General overview of the Investment Canada Act regime
The Investment Canada Act (ICA) empowers the Canadian government to examine specified investments by non-Canadians in Canadian enterprises and, where it deems it suitable, to stop a deal from advancing, require a completed or proposed transaction to be unwound or divestment undertaken, or grant clearance subject to investor undertakings and commitments. There are two principal components to ICA scrutiny:
the ‘net benefit review’ process,
the ‘national security review’ process
Under the net benefit review, a non-Canadian seeking to obtain control of a Canadian business (including a Canadian operation owned by a foreign parent), and whose purchase surpasses specified thresholds, must demonstrate to government that the investment will provide a net benefit to Canada. Although the ICA lists various factors to be weighed, the outcome is largely discretionary and turns on the nature and calibre of the
Competition
PRACTICE NOTES
An interview with Mark Katz, a partner at the Canadian firm Davies Ward Phillips & Vineberg LLP, exploring central questions about merger control in Canada.
NOTE—to check if notification thresholds in Canada and worldwide are satisfied, refer to: Where to Notify.
General overview of the key merger control regimes in Canada
General overview of the Competition Act merger control regime
The Competition Act (the Act) authorises the Commissioner of Competition (the Commissioner) to contest mergers that are likely to prevent or lessen competition substantially in a relevant market affecting Canada. The Commissioner leads the Competition Bureau (the Bureau), which is tasked with investigating merger transactions to assess whether they are expected to produce the specified anti-competitive effect.
For these purposes, the concept of a merger is expansive. Beyond acquisitions that confer control—defined as securing a greater than 50% interest in the target entity—a merger also captures any
Competition
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