On November 3, 2010, Canada's Minister of Industry
announced his conclusion that the
proposed acquisition by BHP Billiton plc of Potash Corporation of
Saskatchewan Inc. was not likely to be of "net benefit to
Canada". Although provided a further 30 days to try to
convince him to change his mind, BHP Billiton announced on November
14, 2010 that it would withdraw its bid. The Minister's
announcement marked only the second time Canada has rejected a
foreign takeover under the Investment Canada
Act, the first being its rejection of the
proposed acquisition by Alliant Techsystems Inc. of the information
systems division of MacDonald, Dettwiler and Associates Ltd. in
The Minister said that he felt the takeover would not have a
beneficial effect on three of the six criteria listed in the Act:
Canada's ability to compete in world markets; productivity,
efficiency and innovation in Canada; and the country's overall
level of economic activity. The proposed takeover had also been vocally opposed by Saskatchewan Premier
Brad Wall and generated an unprecedented degree of
public commentary and controversy. Following his decision, the
Minister said that he would support a review of the 25-year old
statute to see how it could be improved in terms
of transparency and enforceability. He also indicated that, in the
meantime, he would clarify how he interprets the factors he is
required to consider in coming to his conclusions on the "net
benefit" test. Stikeman Elliott's Lawson Hunter, Susan Hutton and Michael Kilby represented PotashCorp
with respect to the Competition
Act and Investment Canada Act
aspects of the transaction.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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