Competition and Antitrust Laws in Canada: Mergers, Joint Ventures and Competitor Collaborations, 2nd Edition
The only up-to-date source on navigating mergers and joint ventures through the Competition Bureau process, this text is an essential tool for anyone involved in Canadian M&A.
The second edition of Competition and Antitrust Laws in Canada – Mergers, Joint Ventures and Competitor Collaborations builds on the widely acclaimed first edition by authors Facey and Brown – which has been cited more times by the Supreme Court of Canada than any other competition law text. In this new edition, Facey and Brown offer superior analysis and pragmatic guidance to in house counsel, private practitioners, academics, economists, students and government agencies based on critical developments over the past three years.
The wide-ranging content of this text includes:
- New tips for determining whether a transaction is subject to pre-merger notification;
- Helpful insights into the merger planning and review process, based on recent experience; and
- Recent developments affecting cross-border and international M&A.
This volume provides authoritative information and guidance from two of the leading practitioners in this rapidly evolving area. In addition to analyzing recent jurisprudence, including the ground-breaking Supreme Court of Canada decision in Tervita Corp. v. Canada (Commissioner of Competition), this new text:
- Reviews key implications of Canadian merger legislation and Competition Bureau practice for cross-border and international M&A;
- Explains new developments involving the importance of the efficiencies defence in the interpretation of the Competition Act’s merger provisions;
- Analyzes the limitations on information sharing in the context of both pre-agreement due diligence and pre-closing integration, and outlines strategies for maintaining legal privilege over transaction planning documents, and allocating competition risk in transaction documents;
- Explains in plain English how the Competition Bureau uses economic analysis to determine the likely impacts of a merger;
- Examines how market definition will impact conclusions regarding substantive competition law concerns with a transaction; and
- Describes popular theories of anticompetitive harm deployed by the Competition Bureau, and how economic evidence can be used to rebut these theories and gain approval for a merger.
New in this edition
The second edition of Competition and Antitrust Laws in Canada – Mergers, Joint Ventures and Competitor Collaborations has been updated to include:
- A summary of seminal contested merger cases under the Competition Act up to 2016, including the recent decision in Canada (Commissioner of Competition) v. Parkland Industries Ltd.
- An overview of how Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Corporations Act, the Canada Not-for-Profit Corporations Act and the Competition Act would affect the merger notification process
- A revised chapter on merger efficiencies based on the Supreme Court ruling in Tervita Corp. v. Canada (Commissioner of Competition) – the leading decision regarding the interpretation of section 96 and the application of the efficiencies defence in Canada
- An in-depth review of remedies and enforcement, including a straightforward guide to negotiating consent agreements and navigating the divestiture process, as well as a review of current topics including the possibility of mediation to resolve a contested merger
- A revised chapter on joint ventures and competitor collaborations that offers more guidance on determining whether civil or criminal provisions apply to a joint venture or competitor collaboration, explains how recent Competition Tribunal jurisprudence will affect competitor collaborations going forward and outlines how non-compete provisions are interpreted under the Competition Act
With its helpful insights and practical suggestions, this second edition of Competition and Antitrust Laws in Canada – Mergers, Joint Ventures and Competitor Collaborations will be an especially useful resource for:
- Corporate/commercial and competition lawyers who must advise their clients on mergers, pricing, advertising and marketing practices
- Any lawyer or expert who advises the Competition Bureau, the Commissioner of Competition and the Competition Tribunal, all of which who must interpret and enforce merger law
- Law students who are looking for authoritative reference materials for competition law courses
- International corporate/commercial and competition lawyers who are engaged to work on mergers with international(especially U.S.) aspects
Table of contents
Chapter 1: History of merger review
Chapter 2: Notification
Chapter 3: Merger planning and process
Chapter 4: Economic analysis
Chapter 5: Market power and the anticompetitive threshold
Chapter 6: Market definition
Chapter 7: Market share and market concentration
Chapter 8: Competitive effects and the evaluative factors
Chapter 9: Merger efficiencies
Chapter 10: Failing firms
Chapter 11: Non-horizontal mergers
Chapter 12: Remedies and enforcement
Chapter 13: Joint ventures and competitor collaborations