Canadian M&A Perspectives Private and Public Mergers & Acquisitions | Private Equity

Monthly Archives: July 2011

Beware of D&O Liability When Acquiring Foreign Entities

Posted in Public M&A

You act as a D&O on the board of a Canadian reporting issuer that is on an acquisition trail all over the world…..For each acquisition of a foreign entity, customary due diligence is conducted, but have you thought about potential D&O liability?

Beware as D&O’s on boards of issuers in Canada and the United States that acquire foreign entities can be held liable for bribery and corruption under the Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act, respectively. Every person (which includes individuals and corporations) who, directly or indirectly, gives, offers or agrees … Continue Reading

Double Trouble – Canadian Disclosure Requirements on Investments in Dual-Class Companies

Posted in Public M&A

Unfortunately for global investors trying to manage the regulation of investments in multiple jurisdictions, Canada has overlapping disclosure requirements when an investment in a public company exceeds the 10 per cent threshold. Ten per cent of what exactly is part of the challenge.

Canada has both an “Insider Reporting Requirement” where company insiders are required to report trades as well as a separate disclosure requirement that exists under Canadian take-over bid rules referred to as the “Early Warning Requirements”. These two disclosure requirements overlap substantially in terms of what information is disclosed but the test for … Continue Reading