The Group has extensive experience acting on major national and international  transactions, criminal investigations, class and other civil actions, Competition Tribunal proceedings regarding mergers and other reviewable matters, and day-to-day compliance in a wide range of industries, including the airline, wine and spirits, entertainment, financial services, stock exchange, forestry, pipeline, waste management, mining, metals, telecommunications, construction aggregates and foodservice sectors.

Canadian and international corporations frequently seek the Group's counsel on high-profile mergers in which coordinated resolution of regulatory issues is critical. When corporations find themselves subject to proceedings under the Competition Act, either before the courts or the Competition Tribunal, the Group has unmatched experience and expertise to effectively represent them. In criminal and class and other private actions, Stikeman Elliott's lawyers successfully represent Canadian, American, European and Asian corporations in the negotation and implementation of  advantageous settlements.

The Group's global reach allows members to work closely with M&A attorneys in the Canadian, European, U.S. and Pacific Rim offices of Stikeman Elliott, and collaborate effectively with colleagues in leading U.S. and European law firms.   

Competition Bureau Relations - Mergers and Much More

As the only major Canadian competition law practice with a strong presence in Ottawa, Stikeman Elliott maintains healthy relationships with key players in the Government of Canada. On an ongoing basis, the Group deals with officials of the Competition Bureau, Investment Canada, the Department of Finance, the Department of Justice, Transport Canada and other important government departments and agencies, such that regulatory strategies are seamlessly integrated.  Consistent with their active participation in legal and policy development, members of the Group are regularly consulted on amendments to the Competition Act as well as policy initiatives of the Competition Bureau (e.g., draft enforcement guidelines).

Randall Hofley's recent two-year appointment as Special Counsel to Ms. Sheridan Scott, Commissioner of Competition, gives him unique and in-depth perspective on competition law in Canada. The position of Special Counsel was an innovative approach to interface between the federal government and the private sector, particularly at the executive level, involving responsibilities never before given to individuals who served the Competition Bureau or Justice's Competition Law Division through such an interchange. As Special Counsel, Mr. Hofley served on the Canadian Competition Bureau's Senior Management, Enforcement & Policy, and Litigation Committees, in addition to acting as strategic advisor to the Commissioner on major enforcement matters and as counsel to the Commissioner in major Competition Tribunal, Federal Court of Appeal and Supreme Court of Canada proceedings.

Mr. Hofley also assumed an important role in the development of key legal and policy matters at the Bureau, including the Bureau's (ongoing) review of Canadian cartel laws and related immunity program; the Bureau's approach to regulated conduct, merger remedies, abuse of dominance (in the telecommunications industry) and intellectual property rights; and the reform of the Competition Tribunal rules of procedure.

Keeping on top of developments in Ottawa helps ensure that M&A matters pursued by the firm's clients are efficiently completed on the terms negotiated. Stikeman Elliott lawyers work diligently to minimize the risk of regulatory interference by the Commissioner of Competition and other government agencies in transactions involving Canadian businesses, and advise leading Canadian businesses with respect to ongoing Competition Bureau and government relations. In particular, members of the Group:

• Advise generally on the competition law governing mergers and acquisitions;
  
  

• Provide an objective assessment of the likelihood that a proposed acquisition would lead to intervention by the Commissioner;
  
  

• Prepare pre-merger notification materials and/or apply to the Commissioner for an advance ruling certificate or advisory opinion in respect of a proposed transaction, where appropriate;
  
  

• Structure transactions so as to eliminate or minimize the risks of challenge by the Commissioner;
  
  

• Liaise with the Competition Bureau and Investment Canada to enable clients to complete their transactions in a timely manner;
  
  

• Advise clients in connection with investigations initiated by the Commissioner, whether civil or criminal in nature;
  
  

• Advise clients in connection with search warrants or other formal inquiry procedures initiated by the Commissioner;
  
  

• Assist clients in lodging complaints with the Competition Bureau; and
  
  

• Advise generally with respect to the Commissioner's or Investment Canada's position on or interpretation of various issues of importance to clients.

Cross-Border Expertise

The Group's extensive experience as counsel to major multinational transactions has significantly advanced its cross-border competition law expertise, which is of particular value to U.S., European and other non-Canadian clients. Member of the Group are able to assist such clients by:

• Advising on "Canadianizing" their competition procedures with respect to their operations in this country; and
  
  

• Conducting seminars to educate staff on the differences between Canadian competition law and that of the client's home jurisdiction - notably, on aspects of Canada's competition regime that can be more demanding than its American counterpart.

Litigation - Before the Courts and the Competition Tribunal

Competition/Antitrust litigation is an increasingly active and complex business reality in Canada. Proposed amendments to the Canadian Competition Act further expand the range of conduct and the seriousness of consequences to parties in civil proceedings, including cases before the Competition Tribunal and in court.

Stikeman Elliott's competition litigators hold the experience, knowledge, judgment and skills to represent clients effectively in this highly dynamic and strategic area, representing national and international clients in a variety of competition litigation mandates, including:

• Criminal investigations and proceedings involving corporations, directors, officers and employees;
  
  

• Defending class actions, which are typically commenced on a national basis mirroring similar U.S. actions and often follow Canadian criminal investigations;
  
  

• Representing one or more parties to a merger, or those who oppose a merger, both in dealing with the Competition Bureau, and then before the Competition Tribunal, on a contested or consent basis;
  
  

• Defending clients in contested proceedings before the Competition Tribunal in which allegations of anticompetitive conduct and violations of consumer protection measures in the Competition Act are made by the Commissioner of Competition or, in certain cases, by private individuals;
  
  

• Making or responding to complaints to the Competition Bureau alleging anti-competitive conduct in a market; and
  
  

• Commencing or defending private actions or applications brought under the Competition Act and under the common law in which anti-competitive conduct is alleged.

Having highly skilled competition litigation counsel with extensive experience on the ins and outs of Canadian antitrust law and the practice and approach of the regulatory authorities, and who are well-known to the courts at all levels and in all jurisdictions and to the Tribunal, is a priority for clients faced with competition litigation issues. The firm's litigators work very closely with colleagues on the solicitors' side of Canadian antitrust practice, and members of the Competition Group draw on the experience and judgment of the litigation team on a daily basis.

Compliance

Competition law is complex and constantly evolving, and business practices that appear innocuous to clients may in fact contravene the Competition Act. Stikeman Elliott's experienced competition counsel can help companies avoid unwelcome surprises, including Bureau investigations and civil or criminal actions, by:

• Conducting a competition law audit to identify and report on any aspects of a client's procedures or policies that raise compliance issues;
  
  

• Designing, in collaboration with the client's operations personnel, a comprehensive compliance program;
  
  

• Conducting seminars to educate staff on compliance pitfalls common in their industry; and
  
  

• Advising with respect to document management (i.e., creation and retention).

Global Rankings & Achievements

Consistently high rankings are a clear reflection of the Group's well earned reputation in major cross-border and domestic legal work.

• GCR 100 (2008) - a listing of the leading global competition law practices by the Global Competition Review. 
  
  

• Chambers Global 2008: The World's Leading Lawyers for Business - ranked as among the best law firms in competition/antitrust in Canada by Chambers and Partners and noted that "clients seek out Stikemans specifically for its strong competition group".

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Representative Experience

The following are selected highlights of our recent work:

• BCE Inc. in connection with the $51.7 billion acquisition bid by Ontario Teachers' Pension Plan, Providence Equity Partners and Madison Dearborn Partners, the largest buyout in Canadian history. (2007)
  
  

• Lakeport Brewing Income Fund in connection with its acquisition by Labatt Brewing Co. Ltd. and before the Competition Tribunal in connection with Commissioner of Competition v. Lakeport Brewing et al. Acted for Lakeport Brewing in an application brought under section 100 of the Competition Act to prevent closing for a 30 day period. Competition Tribunal issued order dismissing the Commissioner's application and the transaction closed on schedule. (2007)
  
  

• Companhia Vale do Rio Doce (CVRD), a Brazilian company and the largest metals and mining company in the Americas, in connection with its $19.9 billion acquisition for Inco Limited (2006)
  
  

• Reuters Founders Share Company Limited in connection with the $17.6 billion merger of Reuters Group PLC and Thomson Corp. (2007)
  
  

• Palmarejo Silver and Gold Corporation in its US$1.1 billion merger agreement with Couer d'Alene Mines Corporation and Bolnisi Gold NL. (2007)
  
  

• Bank of New York Co. and Mellon Bank Financial Corp. in their US$16.5 billion merger, which will create the world's largest securities servicing company and one of the biggest asset managers. (2007)
  
  Note: Unless listed otherwise, transactions are in Canadian dollars.

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• Ottawa lawyer quoted in competition article
  Jeff Brown was interviewed for an October Metropolitan Corporate Counsel article on the convergence of Canadian and American antitrust/competition law.

• Ottawa lawyer quoted in Globe article
  Sep 10 / Lawson Hunter is quoted in a recent Globe and Mail article about new, tougher federal competition rules.

• GCR on the return of Lawson Hunter, Q.C.
  The Global Competition Review highlights the return of Lawson Hunter, Q.C. to Stikeman Elliott as a "significant gain" for the firm.

• Competition lawyer quoted
  May 13 / Shawn Neylan was quoted in Global Competition Review's article on "Canada and Superior agree on divestments" regarding the Competition Bureau's consent agreement with Superior Plus allowing its acquisition of Irving Oil.

• Stikeman Elliott 's Competition Litigation Group successful in defeating certification motion in B.C.
  May 7 / Global Competition Review's Agency Watch mentions Katherine Kay, Eliot Kolers and Mark Walli's involvement in  the  success ful  defeat  of the certification of a proposed class action in British Columbia alleging price-fixing in silicon memory chips.

• Ottawa lawyers quoted on CRTC
  May 5 / Jeffrey Brown and Greg Kane are quoted in the Law Times article "New rules helpful, but also raise questions" on the CRTC's cross-media ownership policies.

• The Competitor commended 
  May 1 / The Financial Post recognizes Stikeman Elliott's newsletter The Competitor as providing strong coverage of proceedings and political fall-out related to the Commissioner's ongoing investigation of the Labatt/Lakeport merger.  See the April and February 2008 editions of The Competitor.

• Toronto lawyer quoted on Sovereign Wealth Funds
  Feb 25 / Sandra Walker was quoted in the Law Times article "Investment Canada Act guidelines released in December" about State-owned enterprises guidelines.

• Competition Policy Review Panel brief
  Feb 7 / A condensed version of a submission to the Competition Policy Review Panel prepared by associate Michael Kilby was included as an editorial comment in Financial Post.

• Expertise on Investment Canada featured in Toronto Star
  Dec 6 / Competition lawyer Sandra Walker is quoted in an article on a state-owned Chinese steelmaker 's decision not to bid on Rio Tinto (which recently acquired Alcan), and provides comments on a proposed national security test and concerns about state-owned investors.
  

• Landmark Competition decision featured in Lawyers Weekly
  An article on the recent landmark decision by the Competition Tribunal in Lakeport/Labatt, which significantly decrease potential delays in the completion of competitively complex transactions, features partner Shawn Neylan who led the Lakeport regulatory team. The Lakeport team also included Rod Barrett, David Weinberger and Michael Burkett (corporate) and Katherine Kay and Michael Kilby (competition). View a summary of the case.

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  Competition/Antitrust Industry Highlights

  Criminal Charges Laid in Respect of Gasoline Cartel On June 12, 2008 the Competition Bureau announced that charges were laid against 11 companies and 13 individuals in connection with conspiracies to fix gasoline prices in four cities within the province of Quebec. The charges were made following an investigation by the Bureau into allegations of price-fixing at gas stations in Victoriaville, Thetford Mines, Sherbrooke and Magog. Three companies and one individual have pleaded guilty for their part in the criminal conspiracies: Les Pétroles Therrien Inc, operating under the Petro-T banner, Distributions Pétrolières Therrien Inc., Ultramar Ltée. and Jacques Ouellet, an employee of Ultramar Ltée. Fines totaling approximately $2 million were imposed by the Quebec Superior Court against the three companies and $50,000 against Jacques Ouellet. The Bureau indicated that investigations into potential price-fixing of retail gasoline in other markets in Canada are still ongoing.

  Click here for more Competition/Antitrust Industry Highlights compiled by Stikeman Elliott. BACK TO TOP