Bill C-34

National Security Review of Investments Modernization Act

An Act to amend the Investment Canada Act

This enactment amends the Investment Canada Act to, among other things,
(a) require notice of certain investments to be given prior to their implementation;
(b) authorize the Minister of Industry, after consultation with the Minister of Public Safety and Emergency Preparedness, to impose interim conditions in respect of investments in order to prevent injury to national security that could arise during the review;
(c) require, in certain cases, the Minister of Industry to make an order for the further review of investments under Part IV.1;
(d) allow written undertakings to be submitted to the Minister of Industry to address risks of injury to national security and allow that Minister, with the concurrence of the Minister of Public Safety and Emergency Preparedness, to complete consideration of an investment because of the undertakings;
(e) introduce rules for the protection of information in the course of judicial review proceedings in relation to decisions and orders under Part IV.1;
(f) authorize the Minister of Industry to disclose information that is otherwise privileged under the Act to foreign states for the purposes of foreign investment reviews;
(g) establish a penalty not exceeding the greater of $500,000 and any prescribed amount, for failure to give notice of, or file applications with respect to, certain investments; and
(h) increase the penalty for other contraventions of the Act or the regulations to the greater of $25,000 and any prescribed amount for each day of the contravention.

National Security Review of Investments Modernization Act

[Kevin Lamoureux, Liberal, Parliamentary Secretary to the Leader of the Government in the House of Commons]

Madam Speaker, I am encouraged that, toward the tail end, the member referred to the idea that there could be room for improving the legislation. This is a reason that I am hopeful the member would share those thoughts with the minister. Let us ultimately see the legislation go to committee.

At the beginning of his speech, the member referred to this whole one per cent factor. We also need to recognize that some industries need more attention than others. Information technology is an example of this, and I think that is another area that the committee could be looking at.

Could the member provide some additional thoughts in regard to those industries he would think offhand, and I do not expect a list, that there should be more attention given to?

[Maxime Blanchette-Joncas, Bloc, Rimouski-Neigette—Témiscouata—Les Basques, QC]

Madam Speaker, I thank my colleague from Winnipeg North for that good question. I like these concise questions that are on topic and are neither provocative nor arrogant.

To answer my colleague's question, there are indeed several sectors. I am thinking about the biopharmaceutical sector in particular.

In the early 2000s, there were a lot of pharmaceutical companies in Canada, primarily in Quebec. They are all gone now because of the underinvestment in research and development and the underinvestment in programs to develop them.

I think that we need to focus on our own expertise and protect what we have. We are in a globalized economy, and competition is fierce. I encourage my colleague from Winnipeg North to realize that Canada is the only G7 country that cut its investments in research and development. That is too bad. As I said, Canada is the only G7 country that is still unable to stimulate the private enterprise economy.

There is a parallel to be drawn. As I explained very clearly in my speech, when we have fewer head offices, we have fewer means of intervention. This creates jobs in parallel, including with partners in nearby supply chains. Understand this: If we allow others to make decisions for us, people overseas will not take us into consideration as much.

[Rick Perkins, Conservative, South Shore—St. Margarets, NS]

Madam Speaker, in response to the member for Winnipeg North, I will add food as one of the industries that should be on the list.

However, my question is around the issue of assets. The Investment Canada Act focuses on companies, but more and more, we are seeing Canadian companies selling their strategic assets, sometimes to countries that are not favourable to us. A company could remain Canadian but sell off a mine; a technology; or in our intangible asset world, even data.

Could the member speak to the issue that, if the bill goes to committee, which I believe it will, we should be looking at it in terms of the areas of assets in addition to just companies?

[Maxime Blanchette-Joncas, Bloc, Rimouski-Neigette—Témiscouata—Les Basques, QC]

Madam Speaker, this is a very interesting subject. We have to avoid the intellectual shortcuts that people sometimes take in the House.

I sure appreciate the opportunity my colleague gave me. My colleague from Pierre-Boucher—Les Patriotes—Verchères gave us a very good example. Rona was purchased by foreign interests, a company called Lowe's, not to name names. It was then resold for a pittance. The company the government had invested in was originally valued at over $3 billion, but it was sold for $400 million.

Our constituents are watching us. They placed their trust in us, and they want us to manage their investment with great care. In this case, it was a total failure.

[Rachel Blaney, NDP, North Island—Powell River, BC]

Madam Speaker, of course, coming from British Columbia, my concern is that we saw a Chinese company come in and buy a lot of seniors' homes. When I look at the piece of legislation, there is still a significant loophole. If something were taken over by the Government of China, as it was before, there would be no process for investment Canada or the minister to be able to review the next acquisition.

Is this something the member would support the NDP to look at in the committee?

[Maxime Blanchette-Joncas, Bloc, Rimouski-Neigette—Témiscouata—Les Basques, QC]

Madam Speaker, I thank my colleague for her question. I touched on this subject briefly in my speech. People with foreign interests or economic interests coming to invest here do not always have our social investments at heart.

She mentioned seniors' homes. I fully agree that we need to pay close attention in modernizing the bill, and we must consider that the interests of foreign investors will not always align with ours.

She makes an interesting point. I gave the example of land grabs. Everyone here needs to eat, just like the general population. It is the same thing. The Bloc Québécois will certainly be able to work with my colleague.

[Francesco Sorbara, Liberal, Vaughan—Woodbridge, ON]

Madam Speaker, I rise today to speak to Bill C‑34, an act to amend the Investment Canada Act.

Today, our government is proposing important amendments to modernize this legislation. We will never hesitate to act swiftly and decisively when there is a threat to our national security, and these amendments are at the heart of that effort.

The purpose of this bill is to modernize the Investment Canada Act. The proposed amendments will help make Canada more agile in addressing any threats that may arise from foreign investment, thereby maintaining Canada's position as a top destination for doing business.

Today I want to talk specifically about increasing foreign investment across the entire economy and in certain key sectors of Canada's economy over the past few years. More than ever, we know and recognize the importance of ensuring that we are doing everything we can to promote and foster a strong, innovative green economy. A clear and predictable regulatory regime in Canada is essential for businesses and investors.

As we know, Canada is one of the best places in the world to do business. Businesses that invest here benefit from favourable economic conditions, a stable political climate, safe infrastructure and an innovation-friendly environment. Canada's advantageous position makes companies that do business here more competitive and increases prosperity for all Canadians.

Over the past few years, more and more foreign investors have chosen Canada for its business-friendly environment. The flow of foreign direct investment in Canada has nearly doubled over the past five years.

I will be sharing my time with my hon. colleague and esteemed friend from Halifax.

According to the United Nations, in 2021, Canada had the second-largest ratio of foreign direct investment stock to GDP among G20 countries. However, this increase in the volume of foreign investment also comes with certain risks. For example, the number of investments reviewed under the Investment Canada Act also doubled over the past five years. There are also more and more investments related to sensitive technologies, critical minerals and sensitive information.

It is also important to point out the recent increase in national security reviews under the Investment Canada Act. There have been more national security reviews since 2020 than in the previous 10 years. This upward trend is expected to continue, given that Canada is an attractive destination for foreign investors.

The reality is that today's geopolitical dynamic is evolving quickly. Hostile actors could seek to disrupt Canada's economic security through our open market economy. Threats to Canada are changing all the time, and the government must ensure that Canada's foreign investment review regime strikes a good balance between promoting foreign direct investment and protecting Canada's interests and security.

We are all proud that Canada is an open economy and a trading nation. Our country is one of the most attractive destinations for the foreign investments that are necessary to our economic prosperity. In order to ensure that Canada remains an attractive destination for foreign investment, we must have a clear and predictable regulatory regime. That is why this new bill, which modernizes Canada's foreign investment review regime by amending the Investment Canada Act, or ICA, is so important.

The amendments to the ICA will make the investment review process more effective and transparent, while ensuring that the interests and security of all Canadians are better protected. This new Bill C-34 represents the most significant update of the Investment Canada Act since 2009.

Together, these legislative amendments will help ensure that Canada is able to enjoy the economic benefits of foreign investments in all sectors, while strengthening its ability to act quickly and decisively to defend against threats to our national and economic security.

[Rick Perkins, Conservative, South Shore—St. Margarets, NS]

Madam Speaker, I listened intently to the member's speech. I would like to ask the hon. member what he thinks is contained in this bill that would improve the government's performance from the last eight years and the issue of national security reviews of companies bought by Chinese state-owned enterprises in Canada.

Essentially, those powers would not be changing in this act, and the government continues to send notices to Chinese state-owned enterprises that they can buy our companies and our assets without any national security review.

What does the member see in the bill that would change that?

[Francesco Sorbara, Liberal, Vaughan—Woodbridge, ON]

Madam Speaker, what I would say is that the direction of the bill is so important. I have risen many times in the House to talk about corporate concentration and foreign ownership. Especially, when foreign owners attempt to purchase an asset in Canada, whether it is a holding company, an operating company or straight asset, and they are backed by, say, a fund that is backed by the government, we need to have the tools and resources to block those types of acquisitions.

If this is going on that track, the bill will hopefully be sent to committee for further studies, further recommendations and more in-depth questions.

I appreciate the hon. member's question. I share those concerns.

We need to make sure that we protect our assets and our companies from national security threats from wherever they may arise throughout the world.

[Xavier Barsalou-Duval, Bloc, Pierre-Boucher—Les Patriotes—Verchères, QC]

Madam Speaker, if I am not mistaken, the member across the way is an accountant by training. So am I, as it happens.

He has been an MP in the Liberal government for a few years now. If I am not mistaken, he, like me, was elected in 2015. In 2015, the net benefit review threshold was $369 million. Today, the threshold is $1.9 billion. There is quite a gap between $1.9 billion and $369 million. However, it was the member's government that raised the threshold year after year. In any case, it does not even review 1% of investments.

My question is the following. As an accountant, does he think that $1.9 billion is pocket change?

[Francesco Sorbara, Liberal, Vaughan—Woodbridge, ON]

Madam Speaker, I am actually an economist by training, but I have about half my accounting designation as well, along with my CFA charter. Therefore, I am well versed on the finance issues.

I will say that on any sort of net benefit test, the test should not be on the value of the transaction. It should actually be, in my opinion, on the strategic asset that is being looked at or being purchased by a foreign entity or an entity that we would consider injurious to Canada's national security interests and national economic interests.

[Leah Gazan, NDP, Winnipeg Centre, MB]

Madam Speaker, Chinese insurance agent giant Anbang took over B.C.-based Retirement Concepts, a Canadian company that operates senior living facilities.

At the time of acquisition, Anbang was a privately owned corporation. After a review by industry Canada, the takeover was approved, and relatively shortly afterwards, the company was seized by the Chinese government, which now holds 98% ownership. At present, there are no provisions in the ICA that would allow industry Canada or the minister to be able to review this subsequent acquisition by a state-owned enterprise of an ICA approved takeover or merger by a foreign private company.

Does the member opposite not think that this is an issue? Does he agree that amendments are required?

[Francesco Sorbara, Liberal, Vaughan—Woodbridge, ON]

Madam Speaker, the care of our seniors in long-term care facilities throughout this country, whoever they may be owned by, is of paramount concern to me and the residents of my riding, as is making sure that we maintain that commitment and promise to take care of our seniors at whatever age they are, so they can have a secure and dignified retirement. That is a solemn promise I made to my constituents. We need to uphold that promise.

[Andy Fillmore, Liberal, Parliamentary Secretary to the Minister of Innovation]

Madam Speaker, it is a privilege to rise today to speak to Bill C-34, legislation that represents the most significant update to the Investment Canada Act since 2009. In those 15 years, thanks to Canadian hard work and ingenuity and, for the last seven and a half years, a government that has been willing to invest in our future, Canada has become increasingly attractive to foreign investors who want what Canada has to offer, be that clean technologies, critical minerals, batteries or our skilled workforce.

I have the great pleasure of serving as the Parliamentary Secretary to the Minister of Innovation, Science and Industry. In this role, I have seen first-hand how Canadian innovators are getting attention from investors around the world.

I also have the great privilege of being the member of Parliament for Halifax, and in the riding of Halifax we are proud to claim Dalhousie University professor Jeff Dahn as one of our own. Dr. Dahn is one of the world's leading researchers on lithium ion batteries, whose work has received significant industry investment, including from Tesla.

Nova Scotia is also home to Novonix, known for producing the best and most accurate lithium ion battery testing technology in the world. I was present at the grand opening of its new facility in Dartmouth just last November, which was made possible with help from our government.

Another Nova Scotia example, CarbonCure Technologies, is the winner of the 2021 Carbon XPrize. CarbonCure has gained international attention for its technology, which introduces recycled CO2 into concrete to drastically reduce its carbon footprint and make the concrete substantially stronger. Canada has much to offer in today's world as we together tackle issues of global concern.

There is, of course, another important asset this country has going for it as we seek to position Canada as an investment destination. That is the tireless Minister of Innovation, Science and Industry himself, who has been remarkably prolific and successful in the last several years in bringing together foreign investment into Canada. That is because our government understands that attracting investment to Canada means creating jobs for Canadians and growing the Canadian economy.

At the same time, we recognize that the evolving national security landscape means that Canada's approach to foreign investment must also evolve. To be sure, Canada must remain an open economy, but we cannot ignore that we are increasingly being targeted by hostile actors. This threatens not just our national security, but also our prosperity, and we must always remember that economic security is national security.

Over the last number of years, we have already undertaken a number of measures to modernize the Investment Canada Act, or ICA, by updating our policies to improve transparency and provide certainty to investors. For example, in 2021, we updated guidelines on the national security review of foreign investments. In 2022, in response to the unprovoked and unjustifiable invasion of Ukraine, we set out a new policy on the review of foreign investments from Russia. We also introduced a voluntary filing mechanism for investors seeking regulatory certainty, triggering the same legal deadlines as a mandatory filing. That means investors can gain certainty about their plans while the government gains valuable insights into those plans. This past fall, we introduced a policy regarding foreign investment from state-owned enterprises in critical minerals under the ICA.

Bill C-34 is the next step forward. This legislation would protect the Canadian marketplace by evolving our tools to better defend against current and future threats. By equipping ourselves today for tomorrow's threats, Canada will remain a destination of choice for foreign investment.

With that framing, I would now like to touch on the amendments to the ICA that we are proposing, which all together would improve Canada's visibility into proposed investments, enhance transparency and investor confidence, and further empower Canada to act decisively on potential threats to our national security. There are seven proposed amendments to the ICA contained in Bill C-34.

The first is the introduction of a pre-implementation filing requirement for specified investments. This means that Canada would have oversight of investments made in certain sensitive business sectors, allowing a review of these transactions to be undertaken to prevent potential harm to our national security. This is a targeted approach designed to reduce unnecessary burden while bolstering transparency and certainty for investors.

The second amendment would introduce a new ministerial authority to order further national security reviews of investments. This means that the Minister of Innovation, Science and Industry would have the ability to order further reviews more efficiently, whereas previously a Governor in Council order was required.

The third amendment in Bill C-34 would increase penalties to strengthen deterrence. This means that penalties for non-compliance, which have not been updated in several decades, would reflect current financial realities, while also providing the authority to update penalties again as needed in the future.

The fourth would be the new authority provided to the Minister of Innovation, in consultation with the Minister of Public Safety, to impose interim conditions on parties to an investment. This means that during the review itself, we would better protect against national security threats that could come from the transfer of assets, IP or trade secrets.

The fifth amendment would provide the minister with the authority to accept mitigation undertakings. This means there would be more flexibility to improve or amend mitigation agreements at the ministerial level, where again, previously, the very rigid Governor in Council order was necessary to impose conditions on transactions to mitigate risks.

The sixth amendment in Bill C-34 would improve information sharing with international counterparts. We know that in the evolving geopolitical landscape that we inhabit, our co-operation with international allies is important for our collective security. This amendment would mean smoother consultations with our international partners and would allow Canada to share case-specific information, where appropriate, to support national security assessments.

The seventh and final amendment in the bill would bring new rules to protect information in the course of judicial review proceedings. This means sensitive information could be used in these proceedings while protecting it from disclosure, allowing judges to consider this information as part of their deliberations while allowing the applicants to fully participate in the judicial review.

Canada has a global reputation as a welcoming investment destination and ranks second among G20 countries in foreign investment. This is good news. In fact, last year we celebrated a new all-time high in the total number of filings. It is a job well done by the Minister of Innovation, Science and Industry. As a result of this success, Canada’s foreign investment regime must adapt to the speed of innovation.

Under the leadership of the minister and this government, Canada’s evolving policies and guidance have been addressing these developments as they arise, and we have taken clear and decisive action on transactions whenever necessary to protect Canada’s national security, but more must be done to ensure our ability to move quickly and decisively in the future. The guidance and decisions issued over the past several years make clear that some transactions, particularly those by state-owned or state-influenced investors, may be motivated by non-commercial imperatives that could harm Canada’s national security.

Ultimately, the volume and complexity of foreign investment reviews is increasing and this significant change provides a strong rationale for supporting ICA modernization. The time now is right to pursue modernization of the Investment Canada Act through Bill C-34 before the House today. Fundamentally, our government believes that an effective review regime must be robust, transparent and flexible to adapt to a changing world. We are making important moves now to review and modernize key aspects of the act, while ensuring that the overarching framework to support needed foreign investment to grow our economy remains strong and open.

Our record as a government makes it abundantly clear that where national security is concerned, we will not shy away from decisive action, and our assessment of risk keeps pace with evolving economic and geopolitical circumstances. While the ICA gives us much of the authorities we need to intercede and address national security risks that can arise in foreign investment, these amendments build on that strong foundation and improve the mechanics of the national security review of investments.

Taken together, these legislative amendments would ensure Canada is able to continue to gain the economic benefits of investments while strengthening our ability to address threats to our country and its future prosperity. For these reasons, I hope all members of the House will vote in favour of Bill C-34.

[Rick Perkins, Conservative, South Shore—St. Margarets, NS]

Madam Speaker, I listened intently to the speech by my friend from Halifax, the parliamentary secretary, and it is interesting to note that the Minister of Industry did not do a security review on the purchase by Hytera, a state-owned enterprise of China, a telecommunications business. He did not do a security review of China's takeover of our only producing lithium mine. He did not do any security checks on the RCMP buying telecommunications equipment from a Chinese state-owned enterprise. This bill would remove the cabinet from any discussion and involvement in making those decisions at the beginning. Only at the end, and only if the minister decides to take it there, does this bill actually involve the cabinet.

When the Minister of Industry has made such poor decisions on our national security over the last eight years, why does the member think it would be great to remove the cabinet and just leave it up to a minister who clearly does not get it?