It is a bit of an enigma that Prime Minister Justin Trudeau apparently believed the Liberals’ electoral fortunes in Quebec – even his own seat – hinged on helping SNC-Lavalin.
Perhaps even stranger, Mr. Trudeau and his top advisers blindly accepted as real the threat that the engineering giant would move its Montreal head office to London if it didn’t get its way.
But a look at SNC-Lavalin Group Inc.’s obligations to Quebec makes it clear the company isn’t going anywhere soon.
What SNC desperately wanted, and still does, is a deferred prosecution agreement that would spare it a possible criminal conviction on corruption charges related to government work in Libya in the early 2000s.
Federal prosecutors flatly rejected such a negotiated settlement last September.
Two weeks later, Mr. Trudeau and Clerk of the Privy Council Michael Wernick met then-justice minister and attorney-general Jody Wilson-Raybould to discuss the SNC case. At the meeting, Mr. Wernick told her the company was poised to hold a board meeting and “will likely be moving to London” unless it can secure a plea deal with her help, Ms. Wilson-Raybould testified at a parliamentary committee this week.
SNC didn’t get what it wanted. And guess what? The company is still in Montreal, where it’s been for 108 years.
It’s not the first time the company has threatened to leave the country.
As The Globe and Mail’s Nicolas Van Praet has reported, former chief executive Robert Card told senior employees that the company might move if it ever faced criminal charges in Canada. The company was charged (in 2015), Mr. Card is no longer CEO and it hasn’t moved.
There is at least one good reason for federal officials to be wary of SNC’s threats of an imminent flight. Mr. Trudeau and his top advisers must surely have known that the company is required to keep its headquarters in Montreal until at least 2024 under a loan agreement with Quebec’s pension fund manager, the Caisse de dépôt et placement du Québec. In 2017, the Caisse gave the company $1.5-billion, secured by SNC’s stake in the Toronto-area Highway 407 toll road, to help it buy British engineering firm WS Atkins PLC. Under the deal, the company was required to keep its head office and senior management in Quebec for at least seven years.
A criminal prosecution would be financially painful for SNC, potentially resulting in a 10-year ban on selling to the federal government.
Moving would also harm its bottom line. If forced to repay the Caisse debt, the company may have to sell a portion of its lucrative stake in Highway 407.
The Caisse, a Quebec government agency, has additional leverage as the company’s largest shareholder, with a 20-per-cent stake. And Quebec Premier François Legault said recently he’ll do whatever he can to keep the company in the province.
SNC headquarters may also move if it became the target of a foreign buyout. But CEO Neil Bruce has stated publicly a takeover would be difficult, given the company’s large size and the fact that 80 per cent of its shareholders are Canadian.
Ignore all that evidence, and perhaps the threatened move to London makes a compelling narrative. The bulk of SNC’s business and work force is now outside Canada. Just 9,000 of its 50,000 employees are in Canada. And it has far more people in Britain (10,000) than in Quebec (3,400).
SNC would not be the first or the last company to use threats to try to sway government. It is an unfortunate part of the corporate playbook, and not just in Canada. Some companies are serious; others less so.
Such ultimatums are typically made in shadowy meetings and private conversations. In public, at least, SNC issued no such warnings. Mr. Bruce often talked up the importance of the company’s Canadian roots.
It appears Mr. Bruce and other SNC officials were spinning a very different tale in private as they furiously lobbied federal officials on the corruption case. If Ms. Wilson-Raybould’s account is correct, they may even have suggested a decision to move out of the country was just days away.
Mr. Trudeau should have known better than to buy the story.
Falling for a possible bluff may now cost the Prime Minister much more than a Quebec head office. It could trigger the very electoral blowback he was so eager to avoid.