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Canada in Global

Canada Overview

Canada’s foreign investment review regime has been in the international spotlight in recent years, particularly in the aftermath of several high-profile transactions that have generated intense policy and media debates. These transactions have included, for example, CNOOC’s acquisition of Nexen, BHP’s attempted acquisition of Potash Corporation of Saskatchewan, Rio Tinto’s acquisition of Alcan, and a number of additional investments by Asian and Middle Eastern state-owned enterprises (SOEs) in the energy sector, with a focus on the oil sands. Investments by SOEs have become the source of considerable controversy, particularly as they have accelerated in recent times, both in terms of number and size.

Notwithstanding these debates and controversies, it is beyond dispute that Canada remains open to foreign investment in broad terms. Indeed, only the very largest transactions – representing only a few percentage points of total deal activity – are subject to foreign investment review at all. Investments falling short of control are not reviewed, no matter what their size. And of the small subset of transactions that are subject to foreign investment review, only a small fraction are in any way contentious, and even a smaller fraction still have been blocked – a mere handful in total over the course of decades. Nevertheless, the perception has developed in recent years that Canada has adopted a more aggressive posture in reviewing foreign investments. While there is some merit to this view and there have been several recent developments that give credence to it (described below), our overall perspective is that Canada remains open to foreign investment, including large-scale foreign investment, even as the source of those investments has and will continue to shift from traditional OECD countries to less traditional, emerging markets.

State-owned enterprises 

In 2013, the government amended the Investment Canada Act, the primary piece of legislation governing foreign investment into Canada, to give itself broader discretion in deciding whether an SOE investment should be subject to a foreign investment review. Whereas traditional, non-SOE investors generally benefit from bright-line rules determining whether an approval is required, SOE investors are now subject to less structured tests. On its face, the definition of SOE captures companies in which foreign governments have only minority interests falling short of control, and SOEs acquiring less than control of Canadian companies may nevertheless be subject to review, which is in marked contrast to non-SOE investors. Concerns have been expressed that these less certain rules may chill foreign investment, including in the Canadian energy sector. This would be particularly unfortunate as the government of Canada has itself estimated that the Canadian energy industry requires CAD650 billion in investment over the next decade.

Although it is too early to make a complete assessment of the matter, we note that 2013 has seen several significant SOE investments in Canada, including by Petronas in the liquefied natural gas sector, and the acquisition by Qatar Petroleum International and Centrica of Suncor’s natural gas business. This suggests that some of the fears associated with the new, toughened stance may not be justified. The fact remains that, to our knowledge, Canada has never explicitly blocked a proposed SOE investment – SOEs with substantial energy assets in Canada now include CNOOC, Sinopec, Petrochina, China Investment Corp, Petronas, Korea National Oil Company, Korea Gas Corporation, INPEX Corporation, Statoil, PTTEP, Qatar Petroleum and TAQA.

National security – telecommunications 

In 2009, the Investment Canada Act was amended to include an explicit national security test for foreign investment. In the first few years following the amendments, it was far from clear what sorts of investments the government might seek to review from a national security perspective. High-profile investments in natural resource industries were not reviewed, for example. The term “national security” was left undefined and no written guidance was provided as to its scope, with the result that for several years the concept was poorly understood and, indeed, it is believed that the process was triggered very rarely. In recent years, however, it has become apparent, through several proposed investments, that a key, or perhaps the key, national security focus of the government is the telecommunications industry, defined broadly. This focus, while logical, was not entirely expected, because the government had itself loosened stringent controls on the degree of foreign investment in the telecommunications industry in 2012, permitting smaller competitors to be entirely foreign-owned. While this loosening was met with considerable optimism, this optimism has since been tempered by two significant developments. First, as a practical matter, very few international telecommunications firms seem to have real interest in entering the relatively small Canadian industry, despite overtures from the government. Second, telecommunications firms are increasingly a special case in that they find themselves part of national security structures and strategies. In this regard, during 2013 Russian and Egyptian investors were unsuccessful in acquiring control of Canadian telecommunications companies.

In 2014 and beyond, we expect that debates surrounding large-scale foreign investment in Canada will continue, flaring up periodically whenever a high-profile transaction is announced. But these will have no impact on the vast majority of investments into Canada, most of which are not subject to an approval requirement at all. As for those that are subject to an approval requirement, the overwhelming majority will continue to be approved with little fanfare, and will fall far from the glare of the international spotlight.

Canada law firm comparison table

Firm Name Number of Lawyers Ranked Practice Areas Foreign Offices and Associations Representative Clients
Aird & Berlis LLP 148 Energy & Natural Resources, Projects: PPP & Infrastructure, Real Estate, Restructuring/Insolvency Member of Interlaw Allied Properties Real Estate Investment Trust, Enbridge Gas Distribution, Infrastructure Ontario, Ontario Power Authority, Royal Bank of Canada, Toronto-Dominion Bank
Baker & McKenzie 75 Employment, Labour & Pensions, International Trade/WTO 72 offices in 45 countries Abbott Laboratories, Dole Foods of Canada, General Dynamics Land Systems - Canada, McMaster University, TELUS, Wal-Mart Canada/Wal-Mart Stores
Bennett Jones LLP 362 Est. Aboriginal Law, Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: Alberta, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Information Technology, Intellectual Property, International Trade/WTO, Real Estate, Restructuring/Insolvency, Tax Offices in the UAE, China and Qatar Data not available
Bereskin & Parr LLP 65 Intellectual Property Member of AIPPI and International Trademark Association (INTA)
Bernard LLP 18 Est. Transportation Data not available
Blake, Cassels & Graydon LLP 602 Aboriginal Law, Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: Alberta, Dispute Resolution: British Columbia, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Information Technology, Intellectual Property, International Trade/WTO, Projects: PPP & Infrastructure, Public Procurement, Real Estate, Restructuring/Insolvency, Tax, Telecoms, Media & Broadcasting 11 offices in 6 countries; member of Lex Mundi BCE/Bell Canada, CIBC, Cliffs Natural Resources Inc., Element Financial Corporation, RBC, Standard Life & Affiliates
Borden Ladner Gervais LLP 751 Aboriginal Law, Banking & Finance, Construction, Corporate/M&A, Dispute Resolution: Alberta, Dispute Resolution: British Columbia, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Environment, Information Technology, Intellectual Property, International Trade/WTO, Projects: PPP & Infrastructure, Public Procurement, Real Estate, Restructuring/Insolvency, Transportation Member of ALFA International Data not available
Branch MacMaster 12 Est. Dispute Resolution: Class Action (Plaintiff) Data not available
Brisset Bishop 5 Est. Transportation Data not available
Bull, Housser & Tupper LLP 91 Aboriginal Law, Dispute Resolution: British Columbia, Projects: PPP & Infrastructure, Transportation Member of SCG Legal London Drugs, Prince Rupert Port Authority, Rio Tinto Alcan, Royal Bank of Canada, Seaspan
Burnet Duckworth & Palmer LLP 148 Banking & Finance, Corporate/M&A, Dispute Resolution: Alberta, Energy & Natural Resources Athabasca Oil Sands, Dow Chemical Canada, Penn West Exploration, Progress Energy Resources, TransAlta Corporation, WestJet Airlines
CaleyWray 11 Employment, Labour & Pensions Data not available
Camp Fiorante Matthews Mogerman 11 Est. Dispute Resolution: Class Action (Plaintiff) Data not available
Cassels Brock & Blackwell LLP 208 Banking & Finance, Corporate/M&A, Dispute Resolution: Ontario, Energy & Natural Resources: Mining, Intellectual Property, Restructuring/Insolvency Canadian Tire, Goldcorp, Lundin Mining, Silver Wheaton, Toyota Canada, Yamana Gold
Cassidy Levy Kent LLP 5 International Trade/WTO Offices in Ottawa and Washington, DC American Sugar Alliance, Canada's Research-Based Pharmacuetical Companies, Evraz, Mueller Industries, The Maritime Lumber Bureau, Whirlpool Corporation
Cavalluzzo Shilton McIntyre Cornish LLP 34 Employment, Labour & Pensions Data not available
Chaitons LLP 22 Restructuring/Insolvency Data not available
Conlin Bedard LLP 9 International Trade/WTO, Public Procurement ArcelorMittal, CGI, Essar Algoma Steel, Globe Specialty Metals, Microsoft, United Airlines
Couzin Taylor LLP 43 Tax Canadian Tire Corporation, Ford Credit Canada Limited, Navistar Canada, TD Bank, The Dow Chemical Company / Dow Chemical Canada ULC, The Independent Order of Foresters
Davies Ward Phillips & Vineberg LLP 230 Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Energy & Natural Resources: Mining, Environment, Projects: PPP & Infrastructure, Real Estate, Restructuring/Insolvency, Tax New York office; member of World Law Group Barrick Gold Corporation, BHP Billiton, BMO Financial Group, Caisse de dépôt et placement du Québec , Pershing Square Capital Management , Public Sector Pension Investment Board
Davis LLP 237 Banking & Finance, Employment, Labour & Pensions, Projects: PPP & Infrastructure, Transportation Davis & Takahashi, Tokyo, Japan Bank of Tokyo-Mitsubishi UFJ, Brookfield Financial, Canfor Corporation, Imperial Oil, RBC Financial Group, The Jim Pattison Group
De Grandpré Chait 71 Est. Real Estate Data not available
Deeth Williams Wall LLP 19 Information Technology, Intellectual Property Data not available
Dentons Canada LLP 548 Aboriginal Law, Banking & Finance, Dispute Resolution: Alberta, Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Real Estate, Restructuring/Insolvency, Tax, Telecoms, Media & Broadcasting 79 offices in 52 countries (includes integrated offices and alliance firms)
Dimock Stratton LLP 19 Intellectual Property Member of AIPPI, International Trademark Association (INTA), Intellectual Property Owners Association (IPO) BlackBerry, Dow Chemical, EastonSports, Procter & Gamble, Ranbaxy Pharmaceuticals, Sandoz Canada
Farris, Vaughan, Wills & Murphy LLP 97 Dispute Resolution: British Columbia, Projects: PPP & Infrastructure Member of Lex Mundi Data not available
Fasken Martineau LLP 651 Aboriginal Law, Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: Alberta, Dispute Resolution: British Columbia, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Information Technology, Intellectual Property, International Trade/WTO, Projects: PPP & Infrastructure, Real Estate, Restructuring/Insolvency, Tax, Telecoms, Media & Broadcasting Offices in Vancouver, Calgary, Toronto, Ottawa, Montréal, Québec City, Paris, London, and Johannesburg Data not available
Felesky Flynn LLP 34 Tax Data not available
Fernandes Hearn LLP 8 Est. Transportation Data not available
Filion Wakely Thorup Angeletti LLP 39 Employment, Labour & Pensions Data not available
Fishman Flanz Meland Paquin LLP 15 Restructuring/Insolvency Data not available
Glaholt LLP 12 Est. Construction Data not available
Goodmans LLP 232 Banking & Finance, Corporate/M&A, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Energy & Natural Resources: Mining, Intellectual Property, Projects: PPP & Infrastructure, Real Estate, Restructuring/Insolvency, Tax, Telecoms, Media & Broadcasting Member of World Law Group Data not available
Gowlings 750 Aboriginal Law, Banking & Finance, Dispute Resolution: Ontario, Employment, Labour & Pensions, Energy & Natural Resources, Environment, Intellectual Property, International Trade/WTO, Public Procurement, Real Estate, Restructuring/Insolvency, Tax London, Moscow, Beijing; Taxand member firm, Canada Amazon.com, Bell Canada, Bruce Power, Eli Lilly Canada, Ontario Teachers Pension Plan Board, Philip Morris
Harris & Company 37 Employment, Labour & Pensions Aflliated with Hicks Morley in Toronto, Ontario Electronic Arts, Molson Coors Brewing Company, Saputo Foods
Harrison Pensa LLP 52 Est. Dispute Resolution: Class Action (Plaintiff) Meritas Data not available
Hicks Morley Hamilton Stewart Storie LLP 109 Employment, Labour & Pensions Data not available
Hunter Litigation Chambers 21 Dispute Resolution: British Columbia British Columbia Lottery Corporation, Capstone Mining, Cargill Incorporated, Imperial Tobacco, International Forest Products, Ridley Terminals
Irving Mitchell Kalichman 15 Dispute Resolution: Québec Churchill Falls (Labrador) Company, GE Capital, JTI MacDonald, McKesson, Mega Brands
Isaacs & Co. Barristers & Solicitors 5 Est. Transportation Data not available
Janes Freedman Kyle Law Corporation 14 Est. Aboriginal Law Data not available
JSS Barristers 23 Est. Dispute Resolution: Alberta Data not available
Koskie Minsky LLP 43 Dispute Resolution: Class Action (Plaintiff), Employment, Labour & Pensions Data not available
Lawson Lundell LLP 110 Aboriginal Law, Dispute Resolution: British Columbia, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment Member of World Services Group (WSG) ArcelorMittal, British Columbia Hydro and Power Authority, Canadian Association of Petroleum Producers, HSBC Bank Canada, Newmont Mining, Rio Tinto
Lax O'Sullivan Scott Lisus LLP 17 Dispute Resolution: Ontario British American Tobacco, Enbridge Pipelines, IMP Group, National Hockey League, Siemens Canada
Lenczner Slaght Royce Smith Griffin LLP 53 Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario Data not available
Lerners LLP 50 Dispute Resolution: Ontario Canadian Medical Protective Association, Frank Cowan Company, Lawyers' Professional Indemnity Corporation (LawPRO), Military Police Complaints Commission, Telus Communications Company
Mandell Pinder Barristers & Solicitors 12 Est. Aboriginal Law Data not available
Mathews, Dinsdale & Clark LLP 28 Employment, Labour & Pensions Data not available
McCarthy Tétrault LLP 609 Aboriginal Law, Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: Alberta, Dispute Resolution: British Columbia, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Information Technology, Intellectual Property, International Trade/WTO, Projects: PPP & Infrastructure, Public Procurement, Real Estate, Restructuring/Insolvency, Tax, Telecoms, Media & Broadcasting London office Bell Canada, Enbridge, GE, Ontario Municipal Employees Retirement System (OMERS), Rio Tinto, TD Bank Group
McInnes Cooper 202 Est. Environment, Transportation Data not available
McLennan Ross LLP 83 Dispute Resolution: Alberta, Employment, Labour & Pensions Member of Meritas Law Firms Worldwide, Employment Law Alliance, The ARC Group Canada, Canadian Association of Counsel to Employers Canadian Western Bank Group, Ledcor Group of Companies, The Dominion of Canada General Insurance Co.
McMillan LLP 335 Banking & Finance, Competition/Antitrust, Dispute Resolution: Ontario, Energy & Natural Resources: Mining, International Trade/WTO, Projects: PPP & Infrastructure, Restructuring/Insolvency Member of TerraLex Monarch Corporation, Royal Bank of Canada
Miller Thomson LLP 478 Employment, Labour & Pensions, Environment Canaccord Wealth Management, GE Capital, Magna International, Metro, Scotiabank, Toronto Dominion Bank
Nathanson, Schachter & Thompson LLP 9 Dispute Resolution: British Columbia Andritz Automation, British Pacific Properties, Corn Products International, Law Society of British Columbia, Rogers Cantel, Teck Resources
Norton Rose Fulbright 880 Aboriginal Law, Banking & Finance, Competition/Antitrust, Construction, Corporate/M&A, Dispute Resolution: Alberta, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Environment, Information Technology, Intellectual Property, International Trade/WTO, Projects: PPP & Infrastructure, Public Procurement, Restructuring/Insolvency, Tax, Transportation 54 offices in 28 countries, including 2 associate offices Bombardier, Crescent Point Energy, GlaxoSmithKline, ING Groep NV , Pacific Rubiales Energy, Royal Bank of Canada
Olthuis, Kleer, Townshend 21 Est. Aboriginal Law Data not available
Osler, Hoskin & Harcourt LLP 409 Banking & Finance, Competition/Antitrust, Construction, Corporate/M&A, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Information Technology, Intellectual Property, International Trade/WTO, Projects: PPP & Infrastructure, Public Procurement, Real Estate, Restructuring/Insolvency, Tax New York office Data not available
Paliare Roland Rosenberg Rothstein LLP 31 Dispute Resolution: Class Action (Plaintiff), Dispute Resolution: Ontario, Employment, Labour & Pensions Barrick Gold, Labatt Breweries of Canada, Microsoft Corporation and Microsoft Canada, Royal College of Dental Surgeons of Ontario, Ryerson University, University of Toronto
Pape Salter Teillet Barristers and Solicitors 12 Est. Aboriginal Law Data not available
Peacock Linder & Halt 14 Dispute Resolution: Alberta Data not available
Ratcliff & Company LLP 30 Est. Aboriginal Law Data not available
Ridout & Maybee LLP 38 Intellectual Property BASF, Pfizer, Research In Motion
ROBIC LLP 38 Intellectual Property Data not available
Rochon Genova 18 Est. Dispute Resolution: Class Action (Plaintiff) Data not available
Roper Greyell LLP 26 Employment, Labour & Pensions Data not available
Rose LLP 12 Est. Construction Data not available
Sack Goldblatt Mitchell LLP 49 Employment, Labour & Pensions Canadian Union of Public Employees, Council of Canadians, Koolatron Corporation, Sycor Technology, Unifor, University of Toronto Faculty Association
Sherrard Kuzz LLP 24 Employment, Labour & Pensions Data not available
Sim, Lowman, Ashton & McKay LLP 10 Intellectual Property Data not available
Siskinds LLP 74 Est. Dispute Resolution: Class Action (Plaintiff) Data not available
Smart & Biggar/Fetherstonhaugh 79 Intellectual Property Data not available
Stewart McKelvey 221 Transportation
Stikeman Elliott LLP 456 Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: British Columbia, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Dispute Resolution: Québec, Employment, Labour & Pensions, Energy & Natural Resources, Energy & Natural Resources: Mining, Environment, Information Technology, International Trade/WTO, Projects: PPP & Infrastructure, Real Estate, Restructuring/Insolvency, Tax, Telecoms, Media & Broadcasting, Transportation Additional offices in New York, London and Sydney Data not available
Stockwoods LLP 18 Dispute Resolution: Ontario Canadian Broadcasting Corporation, Canadian Imperial Bank of Commerce, Government of Ontario, Lawyers’ Professional Indemnity Corporation, RBC Dominion Securities, TELUS
Sugden, McFee & Roos 12 Dispute Resolution: British Columbia Data not available
Sutts, Strosberg LLP 19 Est. Dispute Resolution: Class Action (Plaintiff) Data not available
Thornton Grout Finnigan LLP 20 Restructuring/Insolvency Data not available
Thorsteinssons LLP 45 Tax BHP Billiton, Goldcorp, TELUS, Vale, Weyerhaeuser, Xstrata
Torys LLP 286 Banking & Finance, Competition/Antitrust, Corporate/M&A, Dispute Resolution: Class Action (Defence), Dispute Resolution: Ontario, Employment, Labour & Pensions, Energy & Natural Resources, Environment, Information Technology, Intellectual Property, Projects: PPP & Infrastructure, Real Estate, Restructuring/Insolvency, Tax New York office Canada Pension Plan Investment Board, Ontario Power Generation, Pfizer Canada, Thomson Reuters
WeirFoulds LLP 86 Dispute Resolution: Ontario Member of the State Capital Group Network Canadian Solar, City of Guelph, Honeywell, Province of Newfoundland, RioCan Real Estate Investment Trust, The Regional Municipality of York
Willms & Shier Environmental Lawyers LLP 13 Environment Data not available
Wilson & Partners LLP 15 Tax Strategic alliance with PricewaterhouseCoopers Dundee International REIT, Dundee REIT, Great-West Life Assurance Company
Woods LLP 22 Dispute Resolution: Québec AICA Services, CGI, Genivar, Ontario Teachers’ Pension Plan, Quebecor Media, TE Connectivity
Woodward & Company 19 Est. Aboriginal Law Data not available