Page 1 First Session, Forty-fourth Parliament, 70-71 Elizabeth II – 1-2 Charles III, 2021-2022-2023-2024 STATUTES OF CANADA 2024 CHAPTER 4 An Act to amend the Investment Canada Act ASSENTED TO MARCH 22, 2024 BILL C-34 Page 2 SUMMARY 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 Minis- ter 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. Available on the House of Commons website at the following address: www.ourcommons.ca 2021-2022-2023-2024 Page 3 70-71 ELIZABETH II – 1-2 CHARLES III CHAPTER 4 An Act to amend the Investment Canada Act [Assented to 22nd March, 2024] His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: Alternative Title Alternative title 1 This Act may be cited as the National Security Review of Investments Modernization Act. R.S., c. 28 (1st Supp.) Investment Canada Act 2 (1) Section 11 of the Investment Canada Act is amended by striking out “and” at the end of para- graph (a), by adding “and” at the end of para- graph (b) and by adding the following after para- graph (b): (c) an investment to acquire, in whole or in part, an entity carrying on all or any part of its operations in Canada and that has a place of operations in Canada, an individual or individuals in Canada who are em- ployed or self-employed in connection with the enti- ty’s operations or assets in Canada used in carrying on the entity’s operations, if (i) the entity carries on a prescribed business activ- ity, (ii) the non-Canadian could, as a result of the in- vestment, have access to, or direct the use of, mate- rial non-public technical information or material assets, and (iii) the non-Canadian would have, as a result of the investment, 2021-2022-2023-2024 Page 4 (A) the power to appoint or nominate any per- son who has the capacity to direct the business and affairs of the entity, such as a member of the board of directors or of senior management, a trustee of the entity or, in the case of a limited partnership, a general partner, or (B) prescribed special rights with respect to the entity. (2) Section 11 of the Act is renumbered as subsec- tion 11(1) and is amended by adding the follow- ing: Regulations (2) The Governor in Council may make regulations defining “material assets” and “material non-public tech- nical information” for the purposes of subparagraph (1)(c)(ii). 1995, c. 1, par. 50(1)(a) 3 Section 12 of the Act is replaced by the follow- ing: Notice of investment 12 (1) A non-Canadian making an investment shall, in the prescribed manner, give notice of the investment that includes prescribed information to the Director (a) in the case of an investment referred to in para- graph 11(1)(b) in respect of a Canadian business that carries on a prescribed business activity or an invest- ment referred to in paragraph 11(1)(c), no later than the prescribed time prior to the implementation of the investment; and (b) in the case of any other investment, within the prescribed period. Condition for investment (2) Subject to subsections 25.2(2) and 25.3(3), a non- Canadian who gives notice of an investment under para- graph (1)(a) shall not implement the investment unless the periods referred to in subsections 25.2(1) and 25.3(1) have expired. 1995, c. 1, par. 50(1)(a) 4 (1) Subparagraphs 13(1)(b)(i) and (ii) of the Act are replaced by the following: (i) the investment is not reviewable under Part IV, or 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 2-4 Page 5 (ii) unless the Director sends the non-Canadian a notice for review under section 15 within 45 days af- ter the certified date referred to in paragraph (a) or within the prescribed period, the investment is not reviewable under Part IV. 1995, c. 1, par. 50(1)(a) (2) Subsection 13(2) of the Act is replaced by the following: Incomplete notice (2) If a notice given under section 12 is incomplete, the Director shall, within the prescribed period, send a notice to the non-Canadian, specifying the information required to complete the notice under section 12 and requesting that the information be provided to the Director in order to complete that notice. (3) The portion of subsection 13(3) of the Act be- fore paragraph (a) is replaced by the following: Where investment not reviewable (3) An investment in respect of which a receipt is sent under subsection (1) is not reviewable under Part IV if (4) Paragraph 13(3)(b) of the Act is replaced by the following: (b) in a case where the receipt contains the advice re- ferred to in subparagraph (1)(b)(ii), no notice for re- view is sent to the non-Canadian pursuant to section 15 within 45 days after the certified date referred to in paragraph (1)(a) or within the prescribed period. 1994, c. 47, s. 133 5 (1) Subparagraph (d)(v) of the definition WTO investor in subsection 14.1(6) of the Act is replaced by the following: (v) of which at least two-thirds of the members of its board of directors, or of which at least two- thirds of its general partners, as the case may be, are any combination of Canadians and WTO in- vestors, 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 4-5 Page 6 1994, c. 47, s. 133 (2) Subparagraph (e)(iv) of the definition WTO in- vestor in subsection 14.1(6) of the Act is replaced by the following: (iv) of which at least two-thirds of its trustees are any combination of Canadians and WTO investors, or 2017, c. 6, s. 80 6 (1) Subparagraph (d)(v) of the definition trade agreement investor in subsection 14.11(6) of the Act is replaced by the following: (v) at least two-thirds of the members of its board of directors, or at least two-thirds of its general partners, as the case may be, are any combination of Canadians and trade agreement investors; 2017, c. 6, s. 80 (2) Subparagraph (e)(iv) of the definition trade agreement investor in subsection 14.11(6) of the Act is replaced by the following: (iv) at least two-thirds of its trustees are any com- bination of Canadians and trade agreement in- vestors; or 7 (1) The portion of section 15 of the Act before paragraph (a) is replaced by the following: Other reviewable investments 15 An investment referred to in paragraph 11(1)(a) or (b) that is subject to notification under Part III and that would not otherwise be reviewable under this Part is re- viewable under this Part if (1.1) The portion of paragraph 15(b) of the Act before subparagraph (i) is replaced by the fol- lowing: (b) within 45 days after the certified date referred to in paragraph 13(1)(a) 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 5-7 Page 7 (2) Section 15 of the Act is renumbered as subsec- tion 15(1) and is amended by adding the follow- ing: State-owned enterprise (2) Despite the limits set out in subsections 14(3), 14.1(1) and (1.1) and 14.11(1) and (2), an investment is review- able under this Part if (a) the non-Canadian making the investment is a state-owned enterprise or is controlled by a state- owned enterprise unless the non-Canadian is a trade agreement investor; (b) the Governor in Council, on the recommendation of the Minister, is of the opinion that a review of the investment is in the public interest; (c) the Governor in Council issues an order for the re- view within 45 days after the certified date referred to in paragraph 13(1)(a); and (d) the Director sends the non-Canadian making the investment a notice for review. 8 Paragraphs 17(2)(b) and (c) of the Act are re- placed by the following: (b) in the case of an investment made through an ac- quisition referred to in subparagraph 28(1)(d)(ii) or an investment with respect to which a notice referred to in paragraph 16(2)(a) has been sent, within the pre- scribed period; or (c) in the case of an investment reviewable pursuant to section 15, forthwith on receipt of a notice for re- view referred to in subparagraph 15(1)(b)(ii) or para- graph 15(2)(d). 8.1 (1) Paragraph 20(c) of the Act is replaced by the following: (c) the effect of the investment on productivity, indus- trial efficiency, technological development, product in- novation and product variety in Canada, including, for greater certainty, the effect of the investment on any rights relating to intellectual property whose develop- ment has been funded, in whole or in part, by the Gov- ernment of Canada; (2) Paragraph 20(e) of the Act is replaced by the following: (e) the compatibility of the investment with national industrial, economic and cultural policies, taking into consideration industrial, economic and cultural policy 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 7-8.1 Page 8 objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment, and including, for greater certainty, the effect of the investment on the use and protection of personal information about Canadians; and 2013, c. 33, s. 138 9 (1) Subsection 21(3) of the French version of the Act is replaced by the following: Prolongation (3) Sous réserve des paragraphes (4) et (5), si, avant l’ex- piration du délai de quarante-cinq jours visé au para- graphe (1), l’avis prévu au paragraphe 25.2(1) est envoyé relativement à l’investissement et si l’arrêté visé au para- graphe 25.3(1) est pris relativement à celui-ci, le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours après l’expiration du délai réglementaire ou du délai supplémentaire visés aux paragraphes 25.3(6) ou (7), selon le cas, ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le de- mandeur s’entendent. 2013, c. 33, s. 138 (2) Subsection 21(4) of the Act is replaced by the following: Extension (4) If, before the end of the 45-day period referred to in subsection (1), a notice is sent under subsection 25.2(1) in respect of the investment and if, in respect of the in- vestment, an order is made under subsection 25.3(1) and a notice under paragraph 25.3(6)(b) or (c) is sent, the pe- riod during which the Minister may send the notice re- ferred to in subsection (1) expires 30 days after the day on which the notice under that paragraph was sent or at the end of any further period that the Minister and the applicant agree on. 2013, c. 33, s. 138 (3) The portion of subsection 21(5) of the French version of the Act before paragraph (a) is re- placed by the following: Prolongation (5) Si, avant l’expiration du délai de quarante-cinq jours visé au paragraphe (1), l’avis prévu au paragraphe 25.2(1) est envoyé relativement à l’investissement et si l’arrêté vi- sé au paragraphe 25.3(1) est pris relativement à celui-ci et que le ministre renvoie la question au gouverneur en conseil en application de l’alinéa 25.3(6)a) ou du para- graphe 25.3(7), le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 8.1-9 Page 9 après celle des dates ci-après qui est antérieure à l’autre ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le demandeur s’entendent : 2013, c. 33, s. 138 (4) Subsection 21(6) of the French version of the Act is replaced by the following: Prolongation (6) Sous réserve des paragraphes (7) et (8), si, avant l’ex- piration du délai de quarante-cinq jours visé au para- graphe (1), l’arrêté visé au paragraphe 25.3(1) est pris re- lativement à l’investissement, le délai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) ex- pire trente jours après l’expiration du délai réglementaire ou du délai supplémentaire visés aux paragraphes 25.3(6) ou (7), selon le cas, ou à l’expiration de tout délai supplé- mentaire sur lequel celui-ci et le demandeur s’entendent. 2013, c. 33, s. 138 (5) Subsection 21(7) of the Act is replaced by the following: Extension (7) If, before the end of the 45-day period referred to in subsection (1), an order is made under subsection 25.3(1) in respect of the investment and if, in respect of the in- vestment, a notice is sent under paragraph 25.3(6)(b) or (c), the period during which the Minister may send the notice referred to in subsection (1) expires 30 days after the day on which the notice under that paragraph was sent or at the end of any further period that the Minister and the applicant agree on. 2013, c. 33, s. 138 (6) The portion of subsection 21(8) of the French version of the Act before paragraph (a) is re- placed by the following: Prolongation (8) Si, avant l’expiration du délai de quarante-cinq jours visé au paragraphe (1), l’arrêté visé au paragraphe 25.3(1) est pris relativement à l’investissement et si le ministre renvoie la question au gouverneur en conseil en applica- tion de l’alinéa 25.3(6)a) ou du paragraphe 25.3(7), le dé- lai pendant lequel le ministre peut envoyer l’avis prévu au paragraphe (1) expire trente jours après celle des dates ci-après qui est antérieure à l’autre ou à l’expiration de tout délai supplémentaire sur lequel celui-ci et le de- mandeur s’entendent : 2020, c. 1, s. 111 10 (1) Subparagraph (d)(v) of the definition CUS- MA investor in subsection 24(4) of the Act is re- placed by the following: 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 9-10 Page 10 (v) of which at least two-thirds of the members of its board of directors, or of which at least two- thirds of its general partners, as the case may be, are any combination of Canadians and CUSMA in- vestors; 2020, c. 1, s. 111 (2) Subparagraph (e)(iv) of the definition CUSMA investor in subsection 24(4) of the Act is replaced by the following: (iv) of which at least two-thirds of its trustees are any combination of Canadians and CUSMA in- vestors; or 2009, c. 2, s. 453 11 The heading of Part IV.1 of the Act is replaced by the following: Review of Investments — Injurious to National Security 2009, c. 2, s. 453 12 (1) Paragraph 25.1(b) of the Act is replaced by the following: (b) to acquire control of a Canadian business in any manner described in section 28; (b.1) if the non-Canadian is a state-owned enterprise, to acquire any of the assets of a Canadian business; or (2) Section 25.1 of the Act is renumbered as sub- section 25.1(1) and is amended by adding the fol- lowing: For greater certainty (2) For greater certainty, paragraph (1)(c) includes an in- vestment to acquire, in whole or in part, the assets of an entity referred to in that paragraph. 13 The Act is amended by adding the following after section 25.1: 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 10-13 Page 11 Beginning of review 25.11 The review of an investment under this Part be- gins on the day on which it first comes to the attention of the Minister. Requirement to provide information 25.12 The Minister may require the non-Canadian or other person or entity from which the Canadian business or the entity referred to in paragraph 25.1(c) is being ac- quired to provide to the Minister, within the time and in the manner specified by the Minister, any prescribed in- formation or any other information that the Minister considers necessary for the purposes of the review. 2009, c. 2, s. 453 14 (1) Subsection 25.2(1) of the Act is replaced by the following: Notice 25.2 (1) If the Minister has reasonable grounds to be- lieve that an investment by a non-Canadian could be in- jurious to national security, the Minister may, within the prescribed period, send to the non-Canadian a notice that an order for the further review of the investment may be made under subsection 25.3(1). Act of corruption (1.1) For the purposes of subsection (1), the fact that a non-Canadian has previously been convicted, within or outside Canada, for an offence involving an act of corrup- tion constitutes, by itself, reasonable grounds. 2009, c. 2, s. 453 (2) Paragraphs 25.2(2)(a) and (b) of the Act are re- placed by the following: (a) a notice under subsection (4); (b) a notice under paragraph 25.3(6)(b) or (c); or 2009, c. 2, s. 453; 2013, c. 33, s. 140 (3) Subsections 25.2(3) and (4) of the Act are re- placed by the following: Notice (4) If the Minister, after the consultation referred to in subsection 25.3(1), does not consider that the investment could be injurious to national security, the Minister shall, within the prescribed period, send to the non-Canadian a notice indicating that consideration of the investment is complete and that no order will be made under that sub- section. 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 13-14 Page 12 2009, c. 2, s. 453 15 (1) Subsections 25.3(1) and (2) of the Act are replaced by the following: Order — further review 25.3 (1) If the Minister, after consultation with the Min- ister of Public Safety and Emergency Preparedness, con- siders that an investment could be injurious to national security, the Minister shall make an order within the pre- scribed period for the further review of the investment. Interim conditions (1.1) The Minister shall, by order, impose interim condi- tions in respect of the investment that are applicable un- til no later than when consideration of the investment is complete, or amend such conditions, if the Minister, after consultation with the Minister of Public Safety and Emergency Preparedness, is satisfied that it is necessary for the purpose of preventing injury to national security that could arise during that review, provided that the im- position of interim conditions does not introduce signifi- cant new risks of injury to national security. The Minister shall also delete a condition if the Minister, after such consultation, is satisfied that it is no longer necessary for that purpose. Statutory Instruments Act does not apply (1.2) The Statutory Instruments Act does not apply in respect of an order made under this section. Notice (2) The Minister shall, without delay after an order has been made under this section, send to the non-Canadian making the investment and to any person or entity from which the Canadian business or the entity referred to in paragraph 25.1(c) is being acquired a notice indicating that the order has been made and advising them of their right to make representations and to submit undertak- ings to the Minister. A copy of the order is to accompany the notice. 2009, c. 2, s. 453 (2) Paragraph 25.3(3)(a) of the Act is replaced by the following: (a) a notice under paragraph (6)(b) or (c); 2009, c. 2, s. 453 (3) Subsections 25.3(4) and (5) of the Act are re- placed by the following: 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Section 15 Page 13 Representations and undertakings (4) After receipt of the notice referred to in subsection (2), the non-Canadian or other person or entity may make representations and submit written undertakings, within the time and in the manner specified in the notice. 2009, c. 2, s. 453; 2013, c. 33, s. 141 (4) Subsections 25.3(6) and (7) of the Act are re- placed by the following: Ministerial action (6) The Minister shall, within the prescribed period, (a) after consultation with the Minister of Public Safe- ty and Emergency Preparedness, refer the investment under review to the Governor in Council, together with a report of the Minister’s findings and recom- mendations on the review, if (i) the Minister is satisfied that the investment would be injurious to national security, or (ii) on the basis of the information available, the Minister is not able to determine whether the in- vestment would be injurious to national security; (b) after consultation with the Minister of Public Safe- ty and Emergency Preparedness, send to the non- Canadian a notice indicating that consideration of the investment is complete, if the Minister is satisfied that the investment would not be injurious to national se- curity; or (c) send to the non-Canadian a notice indicating that consideration of the investment is complete, if the Minister is satisfied, with the concurrence of the Min- ister of Public Safety and Emergency Preparedness, that the investment would not be injurious to national security because of the undertakings that are given to His Majesty in right of Canada. Extension (7) If the Minister is unable to complete the considera- tion of an investment within the prescribed period re- ferred to in subsection (6), the Minister shall, within that period, send a notice to that effect to the non-Canadian. The Minister then has until the end of the period pre- scribed for this subsection, or any further period that the Minister and the non-Canadian agree on, to take the ap- plicable measures described in paragraph (6)(a), (b) or (c). (5) The Act is amended by adding the following after section 25.3: 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Section 15 Page 14 New undertakings 25.31 After the Minister sends a notice referred to in paragraph 25.3(6)(c), the Minister may (a) accept new written undertakings if the Minister is satisfied, with the concurrence of the Minister of Pub- lic Safety and Emergency Preparedness, that the risks of injury to national security identified in the notice would continue to be addressed; or (b) release the non-Canadian or other person or entity from any undertakings, if the Minister is satisfied, with the concurrence of the Minister of Public Safety and Emergency Preparedness, that they are no longer necessary to address those risks. 2009, c. 2, s. 453 16 Paragraph 25.4(1)(b) of the Act is replaced by the following: (b) authorizing the non-Canadian to make the invest- ment on the terms and conditions contained in the or- der; or 2009, c. 2, s. 453 17 Sections 25.5 and 25.6 of the Act are replaced by the following: Information to determine compliance 25.5 Non-Canadians or other persons or entities shall, within the time and in the manner specified by the Direc- tor, submit any information relating to the investment that is required by the Director in order to permit the Di- rector to determine whether they are complying with (a) an order made under section 25.3 or 25.4; or (b) any written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.3(6)(c) or 25.31(a). Decisions and orders are final 25.6 Decisions and orders of the Governor in Council and of the Minister made under this Part are final and binding and, except for judicial review under the Federal Courts Act, are not subject to appeal or to review by any court. Closed proceeding on judicial review 25.7 (1) The following provisions apply to the judicial review of a decision or order made under this Part: (a) at any time during a proceeding, the judge shall, on the request of the Minister, hear submissions on 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 15-17 Page 15 evidence or other information in the absence of the public and of the applicant and their counsel if, in the judge’s opinion, the disclosure of the evidence or other information could be injurious to international rela- tions, national defence or national security or could endanger the safety of any person; (b) the judge shall ensure the confidentiality of the ev- idence and other information provided by the Minister if, in the judge’s opinion, its disclosure would be inju- rious to international relations, national defence or national security or would endanger the safety of any person; (c) throughout the proceeding, the judge shall ensure that the applicant is provided with a summary of the evidence and other information available to the judge that enables the applicant to be reasonably informed of the Government of Canada’s case but that does not include anything that, in the judge’s opinion, would be injurious to international relations, national defence or national security or would endanger the safety of any person if disclosed; (d) the judge shall provide the applicant and the Min- ister with an opportunity to be heard; (e) the decision of the judge may be based on evidence or other information available to the judge even if a summary of that evidence or other information has not been provided to the applicant; (f) if the judge determines that evidence or other in- formation provided by the Minister is not relevant or if the Minister withdraws the evidence or other infor- mation, the decision of the judge shall not be based on that evidence or other information and the judge must return it to the Minister; and (g) the judge shall ensure the confidentiality of all evi- dence and other information that the Minister with- draws. Definition of judge (2) In this section, judge means the Chief Justice of the Federal Court or a judge of that Court designated by the Chief Justice. Protection of information on appeal 25.8 Section 25.7 applies to any appeal of a decision made under that section and to any further appeal, with any necessary modifications. 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Section 17 Page 16 Notification 25.9 Within 30 days after sending a notice under para- graph 25.3(6)(c) or a copy of the order under subsection 25.4(2), the Minister shall notify the National Security and Intelligence Committee of Parliamentarians and the National Security and Intelligence Review Agency of (a) the fact that a notice was sent under paragraph 25.3(6)(c) and of the identity of the non-Canadian and the Canadian business or entity referred to in para- graph 25.1(c); or (b) the fact that an order was made under subsection 25.4(1), of the identity of the non-Canadian and the Canadian business or entity referred to in paragraph 25.1(c) that is the subject of the order, and of whether the order (i) directed the non-Canadian not to implement the investment that is the subject of the order, (ii) authorized the investment or contained terms and conditions, or (iii) required the non-Canadian to divest them- selves of control of the Canadian business, or of their investment in the entity, that is the subject of the order. 18 (1) Subparagraph 26(1)(d)(ii) of the Act is re- placed by the following: (ii) in the case of an entity that is a corporation or limited partnership, the entity is not controlled in fact through the ownership of its voting interests and at least two-thirds of the members of its board of directors or, in the case of a limited partnership, at least two-thirds of its general partners, are Cana- dians. 2013, c. 33, s. 143(2) (2) Subsection 26(2) of the Act is replaced by the following: Trusts (2) Subject to subsections (2.1) to (2.2), (2.31) and (2.32), if it can be established that a trust is not controlled in fact through the ownership of its voting interests, subsection (1) does not apply, and the trust is a Canadian-controlled entity if at least two-thirds of its trustees are Canadians. (3) Paragraph 26(3)(b) of the Act is replaced by the following: 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 17-18 Page 17 (b) at least four-fifths of the members of its board of directors are Canadian citizens ordinarily resident in Canada, 2009, c. 2, s. 457(3) 19 (1) Subsection 36(3.1) of the Act is replaced by the following: Investigative bodies and foreign states (3.1) Information that is privileged under subsection (1) may be communicated or disclosed (a) by the Minister to a prescribed investigative body, or an investigative body of a prescribed class, for the purposes of the administration and enforcement of Part IV.1 in the context of that body’s lawful investiga- tions; (b) by such an investigative body, for the purposes of its lawful investigations; and (c) by the Minister, on such terms and conditions that the Minister deems appropriate, to a government of a foreign state or an agency thereof that is responsible for the review of foreign investments, for the purpose of national security reviews of foreign investments. (2) Subparagraph 36(4)(e)(ii) of the Act is re- placed by the following: (ii) any notice sent under subsection 21(1) or (9), 22(2) or (4), 23(1) or (3), 25.2(1) or (4) or 25.3(2), paragraph 25.3(6)(b) or (c) or subsection 25.3(7), or (3) Subparagraph 36(4)(e.2)(ii) of the Act is re- placed by the following: (ii) authorized the investment, including if it did so on terms and conditions, or (4) Section 36 of the Act is amended by adding the following after subsection (4.1): For greater certainty (4.101) For greater certainty, when communicating or disclosing under paragraph (4)(e.2) the fact that an order was made under subsection 25.4(1), the Minister is not prohibited from communicating or disclosing the identity of the non-Canadian and of the Canadian business or en- tity referred to in paragraph 25.1(c) that is the subject of the order. 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 18-19 Page 18 19.1 Section 38.1 of the Act is renumbered as sub- section 38.1(1) and is amended by adding the fol- lowing: Required information (2) The report shall include information on the exercise of ministerial duties and powers under Part IV.1. 20 (1) Paragraph 39(1)(a) of the Act is replaced by the following: (a) has failed to give notice in accordance with section 12 or file an application in accordance with section 17, 2009, c. 2, s. 460(1) (2) Paragraph 39(1)(b) of the Act is replaced by the following: (b) has implemented an investment the implementa- tion of which is prohibited by section 12, 16, 24, 25.2 or 25.3, 2009, c. 2, s. 460(2) (3) Paragraphs 39(1)(d.1) and (d.2) of the Act are replaced by the following: (d.1) has failed to comply with a written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.3(6)(c) or 25.31(a), (d.2) has failed to comply with an order made under section 25.3 or 25.4, 2009, c. 2, s. 460(3) (4) Subsection 39(2) of the Act is replaced by the following: Ministerial demand (2) The Minister may send a demand to a person or enti- ty requiring that they immediately, or within any period that may be specified in the demand, cease the contravention, remedy the default or show cause why there is no contravention of the Act if the Minister be- lieves that the person or the entity has failed to comply with (a) a requirement to provide information under sec- tion 25.12 or 25.5; (b) a written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.3(6)(c) or 25.31(a); or (c) an order made under section 25.3 or 25.4. 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 19.1-20 Page 19 2009, c. 2, s. 462(1) 21 (1) Subsection 40(1) of the Act is replaced by the following: Application for court order 40 (1) An application on behalf of the Minister may be made to a superior court for an order under subsection (2) or (2.1) if (a) a non-Canadian fails to give notice in accordance with paragraph 12(1)(a) or to file, with respect to a Canadian business that carries on a prescribed busi- ness activity, an application in accordance with section 17; or (b) a non-Canadian or any other person or entity fails to comply with a demand under section 39. 2009, c. 2, s. 462(2) (2) The portion of subsection 40(2) of the Act be- fore paragraph (a) is replaced by the following: Court orders (2) If, at the conclusion of the hearing on an application referred to in subsection (1), the superior court decides that the non-Canadian has failed to give the notice or file the application referred to in paragraph (1)(a), or that the Minister was justified in sending a demand to the non- Canadian or other person or entity under section 39 and that the non-Canadian or other person or entity has failed to comply with the demand, the court may make any order or orders that, in its opinion, the circum- stances require, including an order 2009, c. 2, s. 462(4) (3) Paragraphs 40(2)(c.1) and (d) of the Act are replaced by the following: (c.1) directing the non-Canadian to comply with a written undertaking given to His Majesty in right of Canada and referred to in paragraph 25.3(6)(c) or 25.31(a); (c.2) directing the non-Canadian to comply with an order made under section 25.3; (d) against the non-Canadian imposing a penalty not exceeding (i) in the case of a failure to give notice in accor- dance with paragraph 12(1)(a) or to file, with re- spect to a Canadian business that carries on a pre- scribed business activity, an application in 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Section 21 Page 20 accordance with section 17, the greater of $500,000 and any prescribed amount, or (ii) in the case of any other contravention of the provisions of this Act or the regulations, the greater of $25,000 and any prescribed amount for each day of the contravention; 2009, c. 2, s. 462(6) (4) Subsection 40(2.1) of the Act is replaced by the following: Court orders — person or entity (2.1) If, at the conclusion of the hearing on an applica- tion referred to in subsection (1), the superior court de- cides that the Minister was justified in sending a demand to a person or an entity under section 39 and that the person or entity has failed to comply with it, the court may make any order or orders that, in its opinion, the circumstances require, including an order against the person or entity imposing a penalty not exceeding the greater of $25,000 and any prescribed amount for each day of the contravention. Transitional Provisions Definitions 22 (1) The following definitions apply in this sec- tion. former Act means the Investment Canada Act as it read immediately before the day on which sec- tion 15 comes into force. (ancienne loi) new Act means the Investment Canada Act as it reads on the day on which section 15 comes into force. (nouvelle loi) Review continued under new Act (2) Subject to subsection (3), on or after the day on which section 15 comes into force, the review of any investment under Part IV.1 of the former Act in respect of which a measure has not been taken under subsection 25.3(6) of the former Act shall be taken up and continued in accordance with the new Act. Subsections 25.3(2) and (6) (3) If a notice has been sent under subsection 25.3(2) of the former Act in respect of the invest- ment before the day on which section 15 comes into force, 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Investment Canada Act Sections 21-22 Page 21 (a) the Minister shall, without delay after that day, send to the non-Canadian making the in- vestment and to any person or entity from which the Canadian business or the entity re- ferred to in paragraph 25.1(c) of the new Act is being acquired, a notice referred to in subsec- tion 25.3(2) of the new Act; and (b) the prescribed period for the purposes of subsection 25.3(6) of the new Act is the period beginning on the day on which the order under subsection 25.3(1) of the former Act is made and ending 45 days after that day. Coming into Force Order in council 23 The provisions of this Act come into force on a day or days to be fixed by order of the Governor in Council. Published under authority of the Speaker of the House of Commons 2021-2022-2023-2024 Chapter 4: National Security Review of Investments Modernization Act Transitional Provisions Sections 22-23 Page 22 Available on the House of Commons website Disponible sur le site Web de la Chambre des com