Executive Summary: In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead. The dominant theme is the shareholder. Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the … Continued
Highlights: Revised guidelines for investments by foreign state-owned enterprises (SOEs) that are subject to a net benefit review under the Investment Canada Act (ICA) were contemporaneously announced with the approval of investments by CNOOC Limited, a Chinese SOE, to acquire Nexen Inc., and by Petronas, a Malaysian SOE, to acquire Progress Energy Resources Corp. The … Continued
Highlights: Recently, the Canadian federal government has been particularly solicitous of foreign investment involving state-owned enterprises (SOEs), so it was a surprise when the governmental rejected, for the first time, a proposal by an SOE in the oil and gas sector. The process for such approval is not transparent, but it would be prudent to … Continued
MAIN ARTICLE The Canadian government continues to propose changes to Canada’s foreign investment review regime under the Investment Canada Act (“ICA”). In its most recent announcement (available here) the government proposes to significantly increase the principal threshold used to determine whether foreign investments will be subject to review under the ICA. The government also published … Continued
Highlights: The Canadian government proposed amendments to the Investment Canada Act (the “ICA”) that would authorize the Minister of Industry (or Minister of Canadian Heritage, in respect of cultural businesses) to accept a security payment from investors in respect of any possible penalties that a court might order if the investor is subsequently held to … Continued
Highlights: Businesses operating in Canada should be aware of a recent trend towards greater regulation and enforcement action surrounding pricing representations where additional costs are not clearly disclosed up front. The federal government’s planned regulation of airline advertising, the Competition Bureau’s recent aggressive enforcement initiatives regarding price representations as well recent class actions involving pricing … Continued
Highlights: The Supreme Court of Canada issued a unanimous decision that the proposed federal Canadian Securities Act, as currently drafted, is unconstitutional as it is not a valid exercise of the Federal Government’s power to regulate trade and commerce. The Court expressly noted that there were specific aspects of the Act aimed at addressing matters … Continued
Highlights: The U.S. Steel settlement allows the Canadian government to avoid protracted litigation while underscoring its intended message, namely that foreign investors must take their Investment Canada Act undertakings seriously. It also comes against the backdrop of recent statements by the Prime Minister and Minister of Industry Paradis that while the Canadian government continues to … Continued
The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011. Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued
