Canadian M&A Perspectives Private and Public Mergers & Acquisitions | Private Equity

Monthly Archives: February 2012

Cutting Through! Strategies to Address Recent Developments in the Regulatory Review Process

Posted in Private Transactions, Public M&A

In our last post we highlighted some of the important developments in the regulatory rules regarding foreign direct investment and the Competition Bureau’s merger review process. In consideration of these changes, we’ve put together some of the important strategies to keep in mind when conducting a transaction that will fall under these, or any other regulatory review process.

Issue Spotting and Implementing a Review Strategy

In order to ensure a smooth review process, or to avoid the review process entirely through proper notification, parties to a transaction and their counsel must be alive to the applicable regulatory issues early in … Continue Reading

Canadian Contractual Interpretation Law: A New Edition

Posted in Contractual Matters

The second edition of Canadian Contractual Interpretation Law by Geoff Hall (one of our contributing bloggers) has just been published. The book is the only text focused on contractual interpretation under Canadian common law and the new edition includes commentary on contractual interpretation under Quebec civil law. As such, it is a helpful resource for commercial lawyers who, as private practitioners or in-house counsel, are responsible for drafting contracts; litigators who deal with contractual interpretation disputes; and judges and arbitrators who hear such cases.

Further information is found on McCarthy Tétrault’s website and the book is available for purchase … Continue Reading

M&A Activity – Interesting Trends from 2011 and Insights for 2012

Posted in Public M&A

Some interesting trends emerged from a study of select US M&A deals in 2011 that may be predictors of what’s to come in 2012. A synopsis of a study conducted by Practical Law Company was provided in a webinar in late January, entitled A Year in Review: Public M&A Trends and Highlights from 2011.

According to the study, deal volume was significantly lower in the second half of last year and on pace with 2010 levels in the first half of last year, with 48 and 49 acquisition transactions in the first and second quarters, respectively. The second … Continue Reading

Competition Bureau Increases the “Transaction-Size Threshold” for Pre-Merger Notification

Posted in Private Transactions, Public M&A

Last week we discussed the new merger review guidelines released by the Competition Bureau of Canada. On Tuesday, February 7, 2012 the Bureau announced  additional changes to one of the key thresholds that trigger pre-merger notification and the review process discussed in our earlier post.

In Canada, parties are required to notify the Commissioner of Competition where a contemplated transaction triggers two thresholds: the “size of transaction threshold” and the “size of parties threshold”.

Where a transaction involves the combination of multiple entities, the “size of transaction threshold” is measured based on the aggregation of either the value of … Continue Reading

Competition Bureau Releases New Merger Review Guidelines

Posted in Private Transactions, Public M&A

Earlier this month, the Competition Bureau published new Guidelines for its review process under the federal Competition Act. These Guidelines describe the Bureau’s general approach to administering its review process.

In general, where a proposed transaction surpasses the “party-size” and “transaction-size” thresholds parties are required to notify the Commissioner prior to completing the proposed transaction. Following notification, there is a two-stage review process.

First, there is an initial thirty day waiting period during which the Bureau will assess whether the proposed transaction threatens a “substantial lessening or prevention of competition”. In those relatively few instances where this test is … Continue Reading

New Thresholds for Foreign Direct Investment Review

Posted in Private Transactions, Public M&A

In recent weeks, Industry Canada has announced important developments that affect the regulatory review process for Canadian mergers and acquisitions. Below, we give a brief introduction to the foreign direct investment review process and highlight some of these important changes.

Under the Investment Canada Act, Industry Canada is empowered to receive notice and often conduct a regulatory review whenever a non-Canadian makes an investment to establish a new Canadian business or to acquire control of an existing Canadian business. In this context a “non-Canadian” is defined to include foreign entities, as well as an entity incorporated in Canada that … Continue Reading