On March 28, 2024, the Royal Bank of Canada completed its acquisition of HSBC's Canadian business. RBC acquired 100 percent of the issued common equity of HSBC Bank Canada for an all-cash purchase price of $13.5-billion. In addition, RBC acquired all of the preferred shares and outstanding subordinated debt issued by HSBC Bank Canada and held by the HSBC Group for approximately $1.1-billion and $1-billion respectively. The transaction represents the largest completed bank acquisition in Canadian history and resulted in RBC welcoming 4,500 employees and 780,000 clients from HSBC Bank Canada and its subsidiaries.
HSBC entered into an agreement to sell its business in Canada to RBC in November 2022. The transaction received clearance from the Competition Bureau on September 1, 2023, and was approved by the Minister of Finance on December 21, 2023.
Royal Bank of Canada was represented in-house by a broad cross-section of over 60 lawyers within the RBC Law Group, including M&A, public company, retail and commercial banking, wealth management, capital markets, insurance, corporate and subsidiary governance, litigation, employment, payments, privacy, data, AML, competition, financial services regulatory, intellectual property, technology, procurement and real estate, who led a team of external legal advisors on the acquisition.
Blake, Cassels & Graydon LLP represented Royal Bank of Canada, with a team led by Cheryl Satin (Corporate/M&A) and included Tamara Nachmani, Hani Migally, Michael Elder, Jory Binder, Rebecca Hastings, Marcel Beaudoin and Keneca Pingue-Giles (Corporate/M&A); Brian Facey, Micah Wood, Elder Marques, Julia Potter, Joe McGrade and Olivia Ells (Competition); Paul Belanger, Vladimir Shatiryan, Mena Bellofiore, Alan Fraser and Tracy Molino (Financial Services Regulatory); Michael Gans, Tim Phillips, Stacy McLean, Tairroyn Childs and Taylor Dickinson (Securities); Holly Reid and Alysha Sharma (Employment); Jeff Sommers and Philipp Knoll (Pensions & Benefits); Jeffrey Shafer and Zvi Halpern-Shavim (Tax); Alexis Levine and Danielle Butler (Financial Services); Silvana D’Alimonte, Daniel Kofman and Rachel Lehman (Real Estate); David Feldman, Robert Percival and Natalie LaMarche (IT); Christopher Hunter, Ankita Kapur and Robert Tremblay (IP); Jeff Galway, Christopher DiMatteo, Andrea Laing and Eric Leinveer (Litigation); and Wendy Mee (Privacy).
Allen & Overy LLP represented RBC on matters of U.K. law, with a team led by Duncan Bellamy that included Bob Penn (Financial Services Regulatory), Mahmood Lone (Litigation), Nigel Parker (IT) and Arjun Bhalla (Corporate/M&A).
Wachtell, Lipton, Rosen & Katz represented RBC in the U.S., with a team consisting of Ed Herlihy, Jacob Kling, Eric Feinstein, Fabiola Urdaneta, Justin Orr and Maxim Miroff.
Linklaters LLP represented HSBC Global on matters of U.K. law, with a team led by Derek Tong that included Matthew Halliday and Nick Chung (Corporate/M&A), and Julian Cunningham-Day and Henry Elkington (Technology/IT).
Stikeman Elliott LLP acted as Canadian legal advisers to HSBC Global. The Stikeman team included Peter Hamilton and Meaghan Obee Tower (Financial Services Regulatory), Simon Romano, Michael Decicco and Bita Ghiasi (M&A and Securities), Kevin Ackhurst, Kirsten Cirella, Irma Shaboian and Warren Ferguson (Competition), Nick Badeen (Investment Funds), Jill Winton, Jonathan Willson and Jean-Guillaume Shooner (Tax), Natasha vandenhoven and Sagar Darar (Pensions and Benefits), Kathleen Chevalier (Employment) and Shawn Smith and Ryan Sheahan (Technology/IP).