Pending Preclosing Notice Requirements under the NSR Framework Amendments to the ICA passed by Parliament, but not yet proclaimed in force, will introduce a new mandatory preclosing notification regime for investments in specific sectors to be prescribed. Draft regulations identifying these sectors have not yet been released, but they are expected to reflect the business activities highlighted in the NSR Guidelines. The pending amendments will require non-Canadian investors to notify the Minister of the investment in advance of implementation of either – a n acquisition of control of a Canadian business carrying on a prescribed business activity that is not subject to an NBR – that is, indirect acquisitions of control and acquisitions of control below the applicable monetary thresholds summarized below under Monetary Thresholds for NBRs; or – a n acquisition, in whole or in part, of a Canadian-linked entity carrying on a prescribed business activity if the investor would acquire (i) access to, or direct the use of, material non-public technical information or material assets, (ii) the power to appoint or nominate a person with the capacity to direct the business and affairs of the Canadian-linked entity, such as a member of the board of directors or senior management, a trustee or a general partner, or (iii) any other types of special rights that may be prescribed. The government will prescribe a minimum waiting period following such a notification before implementation can occur. If the Minister initiates an NSR process in that period, the investment cannot be implemented until the NSR process is terminated or the investment is approved.
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