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Investment Canada Act: Commentary and Annotation, 2022 Edition

A must-have practical guide for foreign investment and competition lawyers, general corporate and securities lawyers, government officials, as well as international companies and Canadian businesses that participate in the review processes under the Investment Canada Act.
Publication Language: English

Softcover | 632 pages | Biennial – Standing Order Terms Apply

In Stock
Published: November 24, 2021
ISBN/ISSN: 9780433517016

Product description

Foreign investment review continues to be a critical issue for foreign investors, Canadian businesses and their advisors. This biennial publication annotates each substantive provision of the Investment Canada Act, and contains extensive commentary and discussion on the most recent legislative and policy developments in this area of practice. It also features tables of all recent decisions and past Ministerial opinions, as well as helpful flow charts and diagrams throughout the book to explain the application of the Investment Canada Act in an easy-to-understand format.

This publication is a must-have practical guide for foreign investment and competition lawyers, general corporate and securities lawyers, government officials, as well as international companies and Canadian businesses that participate in the review processes under the Investment Canada Act.

Highlights of the New 2022 Edition

  • A fully updated unannotated version of the statute at the beginning of the book
  • Discussion of the impact of the recently updated Guidelines on the National Security Review of Investments and the heightened focus on the national security implications of foreign investments in the wake of the COVID-19 pandemic
  • Recent Investment Canada Act decisions such as Orphan Well Association v. Grant Thornton Ltd., 2019 SCC 5 (enterprise value calculation)
  • Recent key transactions such as:
    • Equinix’s acquisition of 25 data centres from BCE (2020) (2020)
    • Shandong Gold Mining Co. Ltd.’s proposed acquisition of TMAC Resources Inc. (2020)
    • Nasdaq, Inc.’s acquisition of Verafin Inc (2021)
  • Updated commentary throughout the Investment Canada Act, including developments related to notification, reviewable investments, and ministerial notice
  • Recently revised Investment Canada Act Forms
  • Updated Guidelines on the National Security Review of Investments under Section 38 of the Investment Canada Act
  • A look forward at what to expect in 2022 and beyond
  • And more

Features and Benefits

  • Annotations of every substantive ICA provision – Covering all manner of issues under the ICA, including investments by SOEs
  • Summaries of commitments and undertakings – Given by investors in major transactions since 2006, providing useful precedents for practitioners and companies participating in similar transactions
  • A table of all ICA decisions of the Minister of Industry – Since the proposed BHP Billiton/Potash Corporation of Saskatchewan transaction, including the nationality of the investor, destination of the investment, the industry, the dates of announcement and filing (where publicly available), the decision date, the length of the review period and the deal size
  • All Ministerial opinions – Included appropriately under each section of the ICA, providing practical examples of how the various provisions of the ICA have been applied in specific contexts
  • Statistics on ICA transactions for the last ten years – Including details of the filing, acquisition type, country of origin, destination and industry sector
  • Helpful flow charts – Demonstrating the application of the ICA to various types of investment
  • Illustrative charts and diagrams throughout – Presenting information in an easy-to-understand and straightforward manner
  • Useful appendices – With helpful information including statistics on transactions reportable under the ICA, lists of key contacts and a summary of the Ministerial opinions

Who Should Read This Book?

  • Foreign investment, competition law and international trade lawyers – To assist in identifying issues and advising clients on ICA issues
  • Corporate law and securities lawyers – To assist in identifying ICA issues
  • In-house counsel – To assist in identifying and addressing ICA issues
  • Government lawyers and other administrators – To facilitate the review of investments under the ICA and address issues of statutory interpretation
  • Investment bankers and advisors – Both in Canada and internationally to keep informed of foreign investment issues
  • International companies – To assist in complying with the ICA

Featured Authors

Table of contents

Investment Canada Act R.S.C. 1985, c.28 (1st Supp.)
Investment Canada Regulations, SOR/85-611
Investment Canada Act Forms
National Security Review of Investments Regulations, SOR/2009-271
Interpretation Notes
Investment Canada Act Guidelines
Industry Canada Guidelines
State-Owned Enterprise Guidelines
Other Industry Canada Guidance
Other Relevant Guidelines
Canadian Heritage Guidelines

Lobbying Act, R.S.C. 1985, c.44 (4th Supp.)
Lobbyists Registration Regulations, SOR/2008-116
Designated Public Office Holder Regulations, SOR/2008-117
Table of Cases
Table of Key Transactions
Table of Figures
Investment Canada Act

Appendix 1: Investment Canada Act Statistics (2006-2014)
Appendix 2: Ministers Responsible for the Enforcement of the Investment Canada Act
Appendix 3: Investment Review Division of Innovation, Science and Economic Development Canada – Key Contacts
Appendix 4: Cultural Sector Investment Review Division of Canadian Heritage – Key Contacts
Appendix 5: Application of the Investment Canada Act
Appendix 6: Modes of Indirect Acquisition and Applicable Thresholds
Appendix 7: WTO Investor Thresholds since 2004
Appendix 8A: WTO Member States
Appendix 8B: Non-WTO States
Appendix 9A: Investment Canada Act Decisions
Appendix 9B: Cultural Sector Investment Review Decisions
Appendix 10: Investment Canada Act Representations, Covenants and Conditions in Merger Agreements
Appendix 11: Select Reverse Break Fees Related to Foreign Investment Approval
Appendix 12: Table of Ministerial Options