CANADA Trends and Developments Contributed by: Mahdi Shams, Kevin Sorochan, Joshua Krane and Scott Masson, MLT Aikins
the Tribunal. This effectively gives the Bureau more time to complete its review and build a case where it intends to challenge the merger. The extended time- table means that parties need to plan for possible litigation in their closing timeline and allocate risk in the contract accordingly. Parties will need to consider whether they are prepared to litigate the initial injunc- tion application with a view to closing or whether they will agree to offer to hold the target business separate pending the outcome of the litigation. Amendments to the Investment Canada Act The Canadian government continues to tighten the rules on national security reviews of foreign invest- ments into Canada. The Minister responsible for administering the ICA now has the authority to make interim orders to prevent the parties from planning for integration if the Minister has concerns related to national security risk. Further changes are pending implementation, including prescribing investments in certain sensitive sectors that will require mandatory filing pre-closing. Today, only investments that exceed very high financial thresholds and are structured in a certain way require a pre-closing approval. Energy and infrastructure continue to be a focus of the national security review process, and it is anticipated that investments in these sectors will be subject to pre-closing filing and approval. Investments that face a national security process can take many months to clear. Moreover, if an investment is caught up in a national security review, the path to an approval is murky. The Canadian government has been very reluctant to approve investments subject to mitigation conditions. Parties have had more suc- cess when they can show that the transaction is not properly within the jurisdiction of the ICA. In at least one recent case, the Minister settled the litigation with the parties, and allowed closing, on the condition that the parties agree to offer an offtake into the North American market on commercial terms. Provinces are also creating policies relating to national security. For example, Ontario’s Protect Ontario by Unleashing our Economy Act, 2025, is aimed at safe- guarding the province’s strategic mineral supply chain and broader economic security. It amends the Mining
Act to give the Minister of Mines broad discretion over mineral tenure and system access. Where it is desir- able for the protection of the strategic national min- eral supply chain, the Minister can suspend or revoke access to the Mining Lands Administration System (MLAS), refuse or terminate prospector licences, and deny or cancel mining leases and unpatented claims, often without prior notice. As a result, even with federal approval, foreign investors can face province-specific risks. This may result in heavier diligence and trans- action documents that include Ontario-specific con- ditions precedent, bring-down certificates on MLAS status, and longer outside dates. Deals still close, but timelines are longer and conditionality is higher. Federal Major Projects Office Alongside tighter screening, the federal government is trying to accelerate execution for projects with national importance. The Major Projects Office (MPO), launched in August 2025 under the Building Canada Act, is intended to act as a single point of contact within the federal apparatus. Its mandate is to co- ordinate approvals across departments, streamline regulatory steps and help structure financing. The stated selection criteria align with current policy, which places priority on autonomy, resilience and security. Projects must show material economic benefits to Canada, support clean growth and climate objectives, and be ready to execute. Alignment with Indigenous interests is also a core requirement. The MPO also connects proponents with public capital, including the Canada Infrastructure Bank, the Canada Growth Fund and Indigenous loan guarantee programmes at the federal and provincial levels. Canada’s current MPO files under consideration include: • LNG Canada’s Phase 2 in Kitimat, British Colum- bia, which is expected to double its liquefied natu- ral gas output; • the Darlington New Nuclear Project in Bowman- ville, Ontario, the first operational small modular reactor unit in Canada; • the Contrecoeur Terminal Container Project near Montréal, Québec, a roughly 60% expansion of container capacity at the Port of Montreal;
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