Competition, International Trade & Foreign Investment

The Cassels Competition, International Trade & Foreign Investment Group provides practical, solution-oriented transactional, compliance and litigation advice to clients of all sizes across a broad spectrum of industries. Our lawyers routinely deal with members of all branches of the Competition Bureau, Investment Review Division and Department of Canadian Heritage. Our knowledge of the current enforcement approach of these agencies allows us to provide strategic guidance that enables our clients to achieve positive outcomes.

Our group also has extensive experience representing clients in Competition Tribunal proceedings, including contested proceedings, consent proceedings and variations of existing orders. We are involved in many of the leading Canadian merger, conspiracy, and abuse of dominance cases, private applications under the refusal to deal and related provisions, as well as civil damages actions.

We regularly advise clients on both day-to-day compliance matters as well as extraordinary events. These clients run the gamut from major corporations and industry associations to private individuals. In addition to domestic expertise, our group has extensive international experience in all areas of competition law; we often act as the Canadian members of multinational teams in cross-border mergers, international criminal investigations and multi-jurisdictional civil litigation.

The competition lawyers at Cassels frequently provide advice to international clients regarding the application of the Investment Canada Act across a broad range of sectors including mining, cultural, natural resources, technology, financial services, consumer goods, retail, grocery, manufacturing and logistics. We also advise clients regarding investments by state-owned enterprises, as well the application of the national security review regime to their investments.

Our experience in working with clients involved in the film, music and publishing industries allows us to provide practical advice and facilitate cultural sector investments for foreign clients. This includes providing strategic advice regarding the application of Canadian Heritage policies related to foreign investment in the book publishing/distribution, periodical publishing and film distribution sectors.

Representative Transactions

  • Successfully obtaining Canadian Heritage approval for Ripplewood Holdings’ acquisition of Readers’ Digest Canada
  • Advising foreign companies regarding the application of Canadian Foreign Investment and Cultural Sector review laws to the electronic distribution of film and television content
  • Providing competition law compliance advice to Canadian Copyright Collectives regarding both their internal activities and their relationships with other agencies and associations
  • Acting for CF Industries Holdings, Inc. in its $915 million acquisition of control of Canadian Fertilizer Limited from Glencore International plc. and Agrium Inc.
  • Acting for Alpha Trading Systems Inc. and Alpha Trading Systems Limited Partnership in connection with the Maple Group’s $3.8 billion consolidation of TMX Group Inc., The Canadian Depository for Securities Limited and Alpha Group Partnership
  • Acting for Pfizer on its US$68 billion acquisition of Wyeth
  • Providing counsel to clients in connection with responding to production orders and “dawn raids”
  • Successfully obtaining immunity and leniency for clients in connection with alleged criminal conduct under the price-fixing and bid-rigging provisions of the Competition Act
  • Successfully obtaining intervenor status for Realtysellers Real Estate Inc., allowing it to participate in abuse of dominance proceedings brought by the Commissioner of Competition against the Toronto Real Estate Board
  • Acting as international coordinating counsel to Goldcorp in its US$21.3 billion combination with Glamis Gold and US$1.6 billion acquisition of mining assets from Barrick Gold, among others

International Trade

Our International Trade Group advises clients on domestic and international trade laws governing the movement of goods, services, and technology across national borders.

We advise on customs, export controls, economic sanctions, trade remedies, government procurement and anti-corruption. We also advise clients on Canada’s free trade and investment agreements, including the NAFTA, CETA and CPTPP as well as the WTO agreements. We assist clients in understanding how these agreements can work to help them expand their businesses into export markets and also how to protect their domestic market at home.

Customs

We advise clients on the full array of customs issues that arise in international business transactions, including counseling on classification, valuation and origin, administrative proceedings, audits, enforcement actions, litigation, and public policy matters. We also assist companies by designing and implementing compliance programs. Our experience includes handling mandates before Canada Border Services Agency (CBSA), the Canadian International Trade Tribunal (CITT), courts, and policy makers.

Export Controls

Export controls and economic sanctions regulations work together and often present significant challenges and potential compliance risks for all companies. The Canadian government regulates the transfers of goods, technology, software, and services to foreign destinations as well as to foreign designated persons/entitles. These controls are far reaching, extending to direct and indirect transfers of goods, technology, software, and services from Canada, “reexports” of certain US-origin items and technology from Canada to another, and reexports of certain foreign-manufactured items containing US content to third countries.

Economic Sanctions

We provide advice on compliance with the ever-changing nature of international sanctions. With major changes announced recently with respect to Canadian sanctions on Russia and the Ukraine, Cuba, Iran, and even Venezuela and more than two dozen overlapping, and occasionally conflicting, current sanctions programs in Canada, compliance is an ever-present challenge. We counsel clients on how to conduct business through this myriad of complexities.

Canada maintains comprehensive and targeted economic sanctions against a number of countries and individuals under the United Nations Act and Special Economic Measures Act as well as other statutes. Under these sanctions, businesses and their employees in Canada may be prohibited from conducting transactions with certain countries and designated persons/entities. Our team provides guidance with respect to the scope of restrictions on trade and financial transactions, as well as permissible transactions, licensing/permitting requirements, and enforcement activities.

Trade Remedies

Our lawyers provide litigation counsel on antidumping duty (AD), countervailing duty (CVD) and safeguard investigations. We represent clients in proceedings before the CBSA, CITT, Federal Court, NAFTA Chapter Nineteen and the WTO Dispute Settlement regime.

NAFTA, WTO & Free Trade Agreements – Strategic Advice & Dispute Settlement

Our lawyers help clients to take advantage of countries’ commitments under trade agreements to protect and promote their investments in Canada and abroad. We also offer strategic advice on trade and investment agreements to provide solutions for companies facing discriminatory or otherwise harmful regulatory measures

We also counsel both private companies, industry associations and governments on the interpretation and application of international trade agreements to promote or protect their interests. We have counseled companies and government through the dispute settlement process under the WTO and other free trade agreements.

Government Contracting

Selling goods and services to the government, whether federal, provincial or municipal presents businesses with tremendous opportunities, but also significant challenges and risks. Our team offers expertise in response to these challenges. Our lawyers have acted as counsel on complex procurement issues for both suppliers and purchasers. We advise a broad range of clients on virtually every aspect of the contracts process, from bidding to complying with complex regulatory regimes and performing contracts, litigating disputes, and handling terminations and debarment issues.

We regularly advise civil and defence contractors on the procurement process and applicable bid dispute mechanisms, as well as the application of the industrial security measures.

We regularly appear in procurement disputes before the CITT, courts and local procurement dispute agencies. Our also lawyers understand how to effectively litigate the protest with a sensitivity towards the need to protect our clients’ customer relationships.

Anti-Corruption

We advise clients on compliance with Canada’s ant-corruption laws as well as the application of similar foreign laws on their domestic and international transactions.

Government Relations Counsel

We represent clients’ interests at the federal and provincial levels of government on matters of international trade and competition law and policy. This includes preparation of briefs and position papers for parliamentary and legislative committees, appearing as both counsel and spokespersons on behalf of clients at hearings of such committees, and ongoing representation at various levels of federal and provincial governments.