Strategic Foreign Investment Counsel in Toronto

David Miller advises Chinese and international clients on Canadian foreign investment, market entry strategy, and cross-border corporate structuring from Aird & Berlis LLP in Toronto.

With 18 years of experience in Canadian corporate and commercial law, David focuses on inbound investment matters for foreign clients. He assists Chinese state-owned enterprises, private companies, and high-net-worth individuals navigating the Investment Canada Act review process, establishing Canadian subsidiaries, and structuring cross-border transactions. His practice spans the full lifecycle of Canadian market entry, from pre-entry regulatory assessment through entity formation, ongoing compliance, and exit strategy.

David regularly advises clients on the National Security Review provisions of the Investment Canada Act, including mandatory notification filings, net benefit reviews, and mitigation agreement negotiations. He also counsels on the Competition Act merger notification requirements that may apply to larger transactions.

Practice Focus

David advises on a broad range of foreign investment matters:

• ⚖️ Investment Canada Act compliance — mandatory notification, net benefit review, and national security assessment preparation
• 📜 Canadian subsidiary establishment — federal and provincial incorporation, governance structures, and share capitalization
• 🛡️ Cross-border M&A — acquisition structuring, regulatory clearance, and post-closing integration for Chinese buyers
• 💼 Canadian joint ventures — equity structuring, governance arrangements, and dispute resolution mechanisms
• 🌐 Trade and customs considerations — cross-border supply chains, tariff classification, and free trade agreement utilization

Working Method

David approaches each engagement with a commercial-first mindset. He begins every mandate with a comprehensive regulatory roadmap, identifying the applicable thresholds, timelines, and risk factors under Canadian investment law. For Chinese clients, he places particular emphasis on understanding the unique compliance expectations under the Canada-China bilateral investment framework.

Throughout the advisory process, David maintains direct communication with both the client and their Chinese legal counsel, ensuring bilingual coordination on documentation, regulatory submissions, and stakeholder management. He structures each phase of the transaction with clear milestones, regulatory dependencies, and decision points.

Client Considerations for Chinese Investors

Canadian regulators apply heightened scrutiny to transactions involving state-owned enterprises and certain sensitive sectors including critical minerals, energy, telecommunications, and financial services. Early engagement with legal counsel can significantly reduce review timelines and improve outcomes.

Local Practice in Toronto

As Canada's largest city and primary financial centre, Toronto serves as the primary entry point for Chinese investment into the Canadian market. David's practice at Aird & Berlis benefits from the firm's 100-year presence in Toronto and its deep connections to the Canadian business, regulatory, and Indigenous law communities. He regularly coordinates with colleagues in the firm's tax, real estate, and litigation departments to deliver integrated advice for complex cross-border transactions.

Professional Standards

David is committed to delivering practical, commercially sound advice that aligns with his clients' strategic objectives. Fee arrangements, engagement scope, and conflict checks are confirmed before substantive work begins. Clients receive periodic status updates with clear milestones and decision points. He is a member of the Law Society of Ontario and the Canadian Bar Association, and participates in the firm's China practice group.

Typical Client Matters

David regularly handles investment structuring for Chinese state-owned enterprises seeking to acquire Canadian oil and gas, mining, and technology assets. He guides clients through the National Security Review process, which imposes additional filing requirements and extended review timelines for transactions involving state-owned investors. He also advises Chinese private equity funds establishing Canadian investment platforms, including fund manager registration, portfolio acquisition structuring, and carried interest arrangements under Canadian tax law.

For Chinese high-net-worth families, David advises on family office establishment in Canada, including the immigration trust structure, deemed disposition rules, and the Canada-United States-Mexico Agreement residency provisions that affect cross-border asset holding. He coordinates with Canadian tax counsel to ensure that inbound investment structures are optimized for both Chinese and Canadian tax outcomes.

Canadian Regulatory Landscape for Chinese Investors

The Canadian government maintains a liberal foreign investment policy overall, but certain sectors receive enhanced scrutiny for Chinese investment. These include critical minerals, uranium production, telecommunications, and financial services. David tracks regulatory developments closely and provides clients with early warning of policy shifts that may affect their investment plans.

Since amendments to the Investment Canada Act expanded the scope of national security reviews, a broader range of Chinese investments now triggers mandatory notification, regardless of transaction size. David advises clients on pre-closing risk assessment, mitigation agreement negotiation, and post-closing compliance with any conditions imposed by the Minister of Innovation, Science and Industry.

He also counsels on the interaction between Canadian investment review and Chinese outbound investment controls, including the National Development and Reform Commission filing requirements and the Ministry of Commerce approval process that Chinese entities must complete before making outward direct investments.

Engagement Approach for International Clients

David believes that successful international transactions depend on clear communication from the first consultation through to completion. He provides Chinese clients with a detailed engagement letter that explains the scope of work, estimated timeline, and fee structure before any substantive work begins. During the engagement, he provides regular progress updates and flags any developments that may affect the transaction timeline or regulatory outcome. He makes himself available for calls during Chinese business hours and maintains a bilingual contact point for day-to-day coordination.

When managing multi-party transactions involving Chinese buyers, Canadian sellers, and their respective legal teams, David coordinates the flow of information to ensure all parties have the documents they need at each stage. He prepares transaction timelines that account for regulatory review periods, shareholder approval processes, and any conditions precedent that must be satisfied before closing. This structured approach helps Chinese clients navigate the Canadian transactional environment with confidence.