Our Merger Notification & Review practice provides advice and representation to clients in relation to a wide range of merger transactions, including take-over bids, negotiated acquisitions and combinations, joint ventures and strategic alliances.
We regularly assist clients wanting to advance a merger, and those seeking to oppose a merger, and those (such as arbitrageurs and hedge funds) who seek advice as to the prospects of a proposed merger being successfully completed.
We are also regularly called upon to provide insight and advice to risk arbitrage fund managers in relation to the competition/antitrust and foreign investment review aspects of corporate events affecting public companies including in particular mergers and acquisitions.
We work with clients at all stages of a merger transaction to:
- determine the impact of the Canadian Competition Act and, where applicable, other relevant regulatory legislation in Canada including the Investment Canada Act and industry-specific legislation (such as the Canadian Transportation Act, the Bank Act, the Insurance Companies Act and the Telecommunications Act) upon the transaction;
- determine the impact of the European Community Merger Regulation and other applicable European and UK legislation, including the Competition Act and the Enterprise Act, upon the transaction;
- structure the transaction so as to maximize the prospects of receiving competition law clearance while achieving the client's business objectives;
- develop an effective strategy and a timetable within which to deal with all competition law issues in the most efficient and expeditious manner possible;
- prepare advance ruling certificate and advisory opinion requests and pre-merger notifications under Canadian, European and English competition law;
- prepare competitive impact submissions, where appropriate with the assistance of economists;
- respond to information requests and Section 11 Orders from the Canadian Competition Bureau, and equivalent information requests from the UK Office of Fair Trading or the UK Competition Commission;
- represent the client in meetings with the Canadian Competition Bureau and in hearings with the UK Competition Commission to address areas of concern;
- where necessary, negotiate and settle hold-separate arrangements and Canadian Competition Tribunal consent agreements to allow a transaction to proceed;
- where applicable, with the assistance of counsel in other jurisdictions, identify potential antitrust/competition filing requirements in those other jurisdictions and coordinate same;
- where applicable, represent the client before the Canadian Competition Tribunal, the UK Competition Appeal Tribunal and the courts in respect of the merger.
We have an excellent working relationship the Canadian Competition Bureau's Mergers Branch as a result of our frequent involvement in merger transactions and our leadership roles in the Competition Law Section of the Canadian Bar Association.