Welcome to the January issue of Blakes Competitive Edge, a monthly publication of the Blakes Competition, Antitrust & Foreign Investment group. Blakes Competitive Edge provides an overview of recent developments in Canadian competition and foreign investment law, including updates on enforcement activity by the Canadian Competition Bureau (Bureau), recent initiatives and key trends.
Key Highlights
- A recap of merger review activity shows a lag behind historical averages throughout the first half of 2024, with activity increasing over the second half of the year for a total of 221 merger reviews completed in 2024. This is a 12.5% increase compared to the number of reviews completed in 2023 (195), a 9.5% increase from the number of reviews completed through the same period in 2022 (201) and the fourth-highest total of reviews conducted on record (i.e., since 2012).
- The Bureau files an application with the Competition Tribunal alleging that Rogers advertised misleading wireless phone plans.
- The Bureau launches public consultation on draft environmental claims guidelines.
- A Performance Measurement and Statistics Report shows an increase in merger review activity for the first half of the Bureau’s 2024 – 2025 fiscal year, compared to the first half of the 2023 – 2024 fiscal year.
Competition Act
Merger Monitor
December 1 – December 31 Highlights
- 21 merger reviews announced, 27 merger reviews completed
- Primary industries of completed reviews: mining, quarrying and oil and gas extraction (22%); manufacturing (19%); transportation and warehousing (11%); real estate and rental and leasing (7%); utilities (7%); finance and insurance (7%)
- 19 transactions received a No Action Letter (70%), six transactions received an Advance Ruling Certificate (22%) and one review was concluded with no formal outcome
- One consent agreement (negotiated remedy) filed
Annual 2024 Highlights
- 227 merger reviews announced, 221 merger reviews completed
- Primary industries of completed reviews: manufacturing (19%); mining, quarrying and oil and gas extraction (15%); real estate and rental and leasing (14%); finance and insurance (8%); retail trade (7%); wholesale trade (6%)
- 117 transactions received a No Action Letter (53%), 92 transactions received an Advance Ruling Certificate (42%), five reviews were concluded with no formal outcome and two transactions were abandoned by the merging parties
- Four consent agreements (negotiated remedies) filed; one judicial decision
Merger Reviews Completed Year to Date Through December 31, 2024, by Primary Industry
Enforcement Activity
Bureau Files Notice of Application Against Rogers Communications Inc. Alleging Deceptive Marketing Practices
- On December 23, 2024, the Bureau filed an application with the Competition Tribunal alleging that Rogers Communications Inc. has and continues to engage in misleading advertising by presenting its Infinite wireless phone plans as offering unlimited data. The Bureau alleges that Rogers’ advertisements are false or misleading because the plans have data caps and once these caps are reached, the data speed is significantly reduced. The Bureau previously obtained two court orders in connection with its investigation into Rogers’ advertising of its Infinite wireless phone plans, which are detailed in the Blakes Competitive Edge™: December 2023 Update.
Non-Enforcement Activity
Bureau Releases Performance Measurement and Statistics Report for the First Half of the 2024 – 2025 Fiscal Year
- On December 23, 2024, the Bureau released its Performance Measurement and Statistics Report (PMSR) for the first half of its 2024 – 2025 fiscal year (April 1, 2024 – September 30, 2024). Highlights of the PMSR include:
- The Bureau received 122 pre-merger notification filings and Advance Ruling Certificate (ARC) requests. This represents an increase of 28 filings from the same period in its 2023 – 2024 fiscal year.
- Four Supplementary Information Requests were issued for concluded matters, the same as the number obtained in the same period in 2023 – 2024 and fewer than the six obtained in the same period in 2022 – 2023.
- 100% of the 66 total non-complex merger reviews were completed within the Bureau’s 14-day service standard, with the average duration of non-complex merger reviews being 9.86 days, slightly shorter than 10.18 days in the same period in 2023 – 2024.
- 98% of the 40 total complex merger reviews were completed within the Bureau’s service standard (45 days or, where a Supplementary Information Request is issued, 30 days after responses are provided), with the average complex merger review being 39.32 days. This is up from 37.44 days in the same period in 2023 – 2024.
Bureau Launches Public Consultation on Draft Environmental Claims Guidelines
- On December 23, 2024, the Bureau announced the publication of its draft guidelines concerning environmental claims and the launch of a public consultation. Among other things, the draft guidelines (1) discuss the civil provisions of the Competition Act that relate to environmental claims, (2) provide six principles that the Bureau recommends businesses adhere to when making environmental claims, and (3) respond to a series of frequently asked questions. Public submissions with respect to the draft guidelines can be made via email until February 28, 2025. For coverage on the Bureau’s initial round of consultations on its guidelines concerning environmental claims, see the Blakes Competitive Edge™: August 2024 Update.
Investment Canada Act
Foreign Investment Monitor
Non-Cultural Investments
November 2024 Highlights
- Zero reviewable investment approvals and 91 notifications filed (79 filed for acquisitions, 12 for the establishment of a new Canadian business)
- Country of ultimate control: United States (71%); France (5%); United Kingdom (4%); Japan (3%); Australia (2%); Switzerland (2%)
January – November 2024 Highlights
- Four reviewable investment approvals and 1,047 notifications filed (821 for acquisitions and 226 for the establishment of a new Canadian business)
- Country of ultimate control: United States (61%); France (6%); United Kingdom (5%); China (3%); Germany (3%); Sweden (2%); India (2%)
Investment Canada Act Filings and Approvals, January – November 2024
Enforcement Activity
TikTok Technology Canada, Inc. Challenges Government of Canada’s Wind-Up Order
- On December 5, 2024, TikTok Technology Canada, Inc. filed an application for judicial review at the Federal Court. TikTok’s application challenges the Government of Canada’s November 5, 2024, order to wind-up the Canadian business carried on by TikTok Technology Canada Inc. In its application, TikTok argues that the Minister of Innovation, Science and Industry’s finding that the establishment of TikTok Technology Canada, Inc. would be injurious to national security was unreasonable and that the national security review undertaken was procedurally unfair. For more discussion of the Government of Canada’s order to wind-up TikTok Technology Canada Inc.’s operations, see the Blakes Competitive Edge™: December 2024 Update.
Non-Enforcement Activity
Government of Canada Publishes 2025 Thresholds for Net Benefit Reviews
- On December 24, 2024, the Government of Canada released the 2025 thresholds that will determine whether investments by foreign investors will be subject to a pre-closing “net benefit to Canada” review.
- The threshold for trade agreement investors that are not state-owned enterprises and non-trade agreement investors that are not state-owned enterprises, where the Canadian business subject to the investment is controlled by a trade agreement investor prior to the investment's implementation, increased to C$2.079-billion in enterprise value (from C$1.989-billion). This threshold applies to investors whose country of ultimate control is party to one of the following trade agreements:
- The Canada-United Kingdom Trade Continuity Agreement
- Comprehensive and Progressive Agreement for Trans-Pacific Partnership
- Canada-European Union Comprehensive Economic and Trade Agreement
- Canada-United States-Mexico Agreement
- Canada-Chile Free Trade Agreement
- Canada-Peru Free Trade Agreement
- Canada-Colombia Free Trade Agreement
- Canada-Panama Free Trade Agreement
- Canada-Honduras Free Trade Agreement
- Canada-Korea Free Trade Agreement
- The threshold for World Trade Organization investors that are not state-owned enterprises and non-World Trade Organization investors that are not state-owned enterprises, where the Canadian business subject to the investment is controlled by a World Trade Organization investor prior to the investment’s implementation, increased to C$1.386-billion in enterprise value (from C$1.326-billion).
- The threshold for World Trade Organization investors that are state-owned enterprise investors and non-World Trade Organization investors where the Canadian business subject to the investment is controlled by a World Trade Organization investor prior to the investment’s implementation, increased to C$551-million in book value of assets of the Canadian business being acquired (from C$528-million).
- The threshold for all investors acquiring control of a Canadian cultural business, including all non-World Trade Organization investors that acquire control of a Canadian cultural business that is not controlled by a World Trade Organization investor, remained at C$5-million in asset value for direct investments and C$50-million in asset value for indirect investments.
- The threshold for trade agreement investors that are not state-owned enterprises and non-trade agreement investors that are not state-owned enterprises, where the Canadian business subject to the investment is controlled by a trade agreement investor prior to the investment's implementation, increased to C$2.079-billion in enterprise value (from C$1.989-billion). This threshold applies to investors whose country of ultimate control is party to one of the following trade agreements:
Blakes Notes
- Browse our thought-leadership insights from the Competition, Antitrust & Foreign Investment group to learn more.
- Blakes was once again recognized as an ‘Elite’ firm in the 2025 edition of Global Competition Review’s GCR 100, which was published on December 11, 2024.
- On December 5, 2024, Blakes Partner Jonathan Bitran moderated ‘Define “Restore”: Canada’s New Remedies Standard for Mergers’, an online panel presented by the Canadian Bar Association Competition Law and Foreign Investment Review Section’s Mergers Committee.
Contact Us
If you have any questions, please do not hesitate to contact your usual Blakes contact or any member of the Blakes Competition, Antitrust & Foreign Investment group.
