Fasken Martineau DuMoulin LLP

Merger Review by the Canadian Competition Bureau in 2019-2020: Breaking down the Numbers

By Huy Do & Justine Reisler

September 10, 2020

Business strong with boat paper.Only one can be standing

The Canadian Competition Bureau (the “Bureau”) released some informative statistics summarizing the number and characteristics of merger reviews started and concluded by the Bureau’s Mergers Directorate in its 2019-2020 fiscal year (ending March 31, 2020). In past years, similar information was presented by the Bureau at the Mergers Roundtable hosted by the Canadian Bar Association’s Mergers Committee and the Mergers Directorate, which did not happen this year due to COVID-19. Non-Notifiable Mergers About a year ago,…

Competition chronicle

Competition Bureau Seeks to Promote Consideration of Competition by Policymakers with New Toolkit

By Leslie J. Milton & Justine Reisler

September 2, 2020

The Canadian Competition Bureau (the “Bureau”) has released a toolkit – Strengthening Canada’s economy through pro-competitive policies (the “Toolkit”) – to assist regulators and policymakers, at all levels of government, in maximizing competition in Canadian industries. The Toolkit offers a five-step process for policymakers to assess the impact of new and existing policies on competition, and tailor those policies to maximize the benefits of competition across the Canadian economy. The Bureau suggests engaging in a…

Timely disclosure

MAC Attack – Settlement of Rifco and CanCap Dispute

By Gesta Abols, Sarah Gingrich, Darren Reed & Perry Feldman

August 10, 2020

Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in merger and acquisition agreements, and the procedural ruling in respect of the dispute involving Rifco Inc. (“Rifco”), ACC Holdings Inc. (“Purchaser”), and the Purchaser’s parent company, CanCap Management Inc. (“CanCap”), each of Rifco, the Purchaser and CanCap, (collectively, the “Parties”) settled their claims against each other for a payment by CanCap and the Purchaser to Rifco of an aggregate of $1.5…

Competition chronicle

Bill C-20: Potentially lengthy extension of timelines and retroactivity combine to create a difficult COVID-19 deal-making climate

By Douglas C. New, Huy Do & Andrew House

August 5, 2020

Never before have foreign investors faced the same level of scrutiny or uncertainty Bill C-20 has passed Canada’s Senate and received Royal Assent, becoming law on July 27, 2020. Part 3 of the Bill becomes the Time Limits and Other Periods Act (COVID-19) and will be of particular and urgent interest to non-Canadians contemplating the purchase of an interest in a Canadian business or the establishment of a new business in Canada. The effect…

Competition chronicle

The New Preferability Requirements in Ontario’s Class Action Legislation: Implications for Private Antitrust/Competition Enforcement

By Tony Di Domenico

July 15, 2020

Since the Supreme Court of Canada’s 2013 trilogy of decisions in Pro-Sys, Sun-Rype and Infineon, and its 2019 decision in Godfrey, plaintiffs have had considerable success certifying private antitrust/competition class actions in Canada. Recent amendments to Ontario’s class action legislation may change that trend. As discussed more fully below, the most significant amendment to Ontario’s class action legislation is to the preferable procedure portion of the certification test that currently requires plaintiffs…

Competition chronicle

Widening the net – the Constitutional Court’s softening of the time-bar defence under South African competition law

By Neil MacKenzie, Johan Coetzee & Stuart Strachan

July 14, 2020

Cape Town and the 12 Apostels from above

The recent decision of the Constitutional Court in Competition Commission of South Africa v Pickford Removals SA (Pty) Limited may have a material effect on the future prosecution of prohibited practices – including cartel behavior and abuses of dominance. The Pickford decision relates to the interpretation of section 67(1) of the South African Competition Act as it stood before it was amended by the Competition Amendment Act, 2018. The section said: “…a complaint in respect…

Competition chronicle

Competition Bureau Publishes Annual Plan for 2020-2021: A Focus on Digital Enforcement

By Tony Di Domenico, Justine Reisler & Rachel Hung

July 9, 2020

On July 6, 2020, the Competition Bureau (the “Bureau”) published its Annual Plan for 2020-21 titled “Protecting competition in uncertain times” (the “Annual Plan”). The Annual Plan provides specific action items for implementing the Bureau’s 2020-24 Strategic Vision (the “Strategic Vision”) published this February. As discussed in our prior blog post, Competition Bureau Publishes Strategic Vision for 2020-2024, the Strategic Vision includes three broad objectives, namely: (i) protecting Canadians through enforcement, (ii)…

Competition chronicle

Price Gouging Prohibitions across Canada

By Anthony F. Baldanza, Noah Boudreau & Justine Reisler

July 7, 2020

So-called “excessive price” prohibitions are premised on a theory of harm that is generally rejected in competition law. Indeed, Canada’s Competition Act does not even contain a prohibition against excessive pricing. Among the many reasons for not prohibiting excessive prices are that to do so would undermine investment incentives (both of firms already in the market and potential entrants). Further, the phenomenon of excessive prices, in the absence of exclusionary conduct, is generally viewed as…

Timely disclosure

Expect Big Changes to SROs: CSA Releases its Consultation Paper for a Revised SRO Framework

By Brad Moore & Robert Marks

July 3, 2020

Introduction On June 25, 2020 the Canadian Securities Administrators (“CSA”) released their Consultation Paper 25-402 – Consultation on the Self-Regulation Organization Framework (“Consultation Paper”). The Consultation Paper discusses seven key issues of the existing framework for self-regulatory organizations (“SROs”) and is seeking feedback from industry representatives, investor advocates, and the public on how the innovation and development of the financial services industry has impacted the current regulatory regime. CSA announced its plan to undertake this…

Timely disclosure

New Rules Simplify at-the-market (ATM) Offerings in Canada

By Alex Nikolic & Zach Austin

July 3, 2020

Overview In an effort to reduce the regulatory burden for issuers who wish to conduct “at-the-market” (“ATM”) offerings in Canada and facilitate capital raising by public companies, the Canadian Securities Administrators (the “CSA”) announced significant amendments (the “Amendments”) to the ATM distribution regime under National Instrument 44-102 – Shelf Distributions (“NI 44-102”) and Companion Policy 44-102CP. Notably, the Amendments, which will become effective on August 31, 2020, will streamline the process for ATM offerings in…

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Merger Review by the Canadian Competition Bureau in 2019-2020: Breaking down the Numbers

Competition Bureau Seeks to Promote Consideration of Competition by Policymakers with New Toolkit

MAC Attack – Settlement of Rifco and CanCap Dispute

Bill C-20: Potentially lengthy extension of timelines and retroactivity combine to create a difficult COVID-19 deal-making climate

The New Preferability Requirements in Ontario’s Class Action Legislation: Implications for Private Antitrust/Competition Enforcement

Widening the net – the Constitutional Court’s softening of the time-bar defence under South African competition law

Competition Bureau Publishes Annual Plan for 2020-2021: A Focus on Digital Enforcement

Price Gouging Prohibitions across Canada

Expect Big Changes to SROs: CSA Releases its Consultation Paper for a Revised SRO Framework

New Rules Simplify at-the-market (ATM) Offerings in Canada

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