"You Can't Suck And Blow At The Same Time"

In discussing judicial decisions, a number of my professors at U. of T. Law School used the expression: "You can't suck and blow at the same time." I always tittered to myself under my breath when I heard it. It just sounded sort of naughty to me. I always wanted to blurt out: "Yeah, well I knew this really slutty chick at McGill who's the exception that proves THAT rule!" but I never had the guts to speak up.

Moving right along, the expression came to mind as I read about Canada's outrage over the decision of the U.S. Securities and Exchange Commission to work with its counterpart in Australia in establishing a completely free movement of capital between the U.S. and Australia and the Canadian government's decision to block the acquisition of B.C.-based MacDonald Dettwiler and Associates Ltd. by Minnesota-based Alliant Technologies Inc.

In case you missed it, the G&M article on securities regulation written by Andrew Willis can be found here http://www.reportonbusiness.com/servlet/story/RTGAM.20080410.wrregulator10/BNStory/Business/home. Having practiced securities law in both Canada and the U.S., I feel particularly well-qualified to speak to the matter at hand. Recognizing that securities law is a MAJOR snoozefest for most people, let me just say two things: (i) Canada's province-based regulatory patchwork is an absolute nightmare and I can't fault the SEC for preferring to deal with a country with a national securities regulator; and (ii) certain Canadian companies can already issue their securities into the U.S. under the Canada/U.S. Multijurisidictional Disclosure System by filing their Canadian disclosure documents with the SEC.

The G&M story about the Canadian government's blocking of the MDA transaction written by Virginia Galt can be found here http://www.reportonbusiness.com/servlet/story/RTGAM.20080411.wprentice_space0411/BNStory/robNews/home. One of the areas that I specialized in when practicing in Canada was foreign investment review under the Investment Canada Act. Nobody ever thought that the government would actually block a deal. Worst case scenario, a foreign acquirer would be required to make certain undertakings to do, or refrain from doing, certain things. But actually blocking a deal? By a U.S. buyer? Unheard of. Not even the Liberals blocked any deals.

The government of Canada wants special accommodation from the U.S. on securities regulation while prohibiting foreign investment by U.S. businesses? Hmmmm, sounds like "sucking and blowing at the same time" if you ask me. Just like that slutty chick from McGill....