Introduction & Background
On December 7, 2012, the Government of Canada (the
"Government") approved two major foreign
state-owned enterprise ("SOE")
acquisitions of Canadian oil sands businesses: the China National
Offshore Oil Corporation's ("CNOOC")
acquisition of Nexen Inc. ("Nexen") and
Petronas' acquisition of Progress Energy
("Progress"). On the same day, the
Government released a policy statement (the "December
2012 Statement") and announced important changes to
the "Guidelines – Investment by State-Owned
Enterprises" (the "SOE Guidelines")
under the Investment Canada Act (the
"ICA"). The changes represent important
steps in a more restrictive approach to foreign SOE investment in
Canada.1 The Government placed a particular emphasis on
Canada's oil sands, stating that foreign SOE acquisitions of
control over Canadian oil sands businesses will be approved under
the ICA's "net benefit to Canada" test on an
"exceptional basis" only.2
