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Monthly Archives: September 2011

Vice Chancellor Laster Visits Toronto to Speak on M&A Disputes

Posted in Public M&A, Strategy

A select group of senior executives and in-house counsel interested in cross-border M&A disputes recently had a special opportunity to hear Vice Chancellor Travis Laster of the Delaware Court of Chancery speak in Toronto about his thoughts on some thorny M&A issues and their treatment under a continuum of legal regimes ranging from Pennsylvania, to Delaware of course, to Canada and to the United Kingdom.  VC Laster was invited by McCarthy Tétrault to provide the keynote speech at a seminar put on for its clients and friends entitled M&A Disputes: Perspectives from Both Sides of the Border. Participants were … Continue Reading

M&A Deal Terms – What’s Market?

Posted in Contractual Matters

There’s an ever-growing list of reports and studies that collect, analyze and scrutinize various deal terms and other aspects of M&A transactions – or at least it feels that way. Like most committed M&A lawyers, we collect this stuff and I, for one, admit to spending a fair bit of time pouring over some of the details.

For anyone who has spent a significant amount of time negotiating M&A transactions, there’s a pretty common question that inevitably comes up. What’s market? At some point during the negotiations someone – a client, opposing counsel, an investment banker or some other party … Continue Reading

Eight Things to Do Before Selling Your Business – Part 2 of 2

Posted in Private Equity, Private Transactions, Strategy

In my last post, I focused on getting your house in order as a first big step in preparing your business for a possible sale.  Here are four more things you can do to maximize the value of your business.

  1. Understand Your Rights and Obligations – If you have one, now’s the time to dust off your shareholder agreement. Most shareholder agreements will set out important rights and obligations that apply during a sale process, and will be particularly important if some shareholders do not support the transaction. These agreements can be dense and complex, so if it doesn’t
  2. Continue Reading

SEC Will Not Challenge Court Decision on Proxy Access

Posted in Shareholders
The U.S. Securities and Exchange Commission (SEC) announced last week that it will not seek a court rehearing on the validity of its proposed “proxy access” rules, which were rejected by the U.S. Court of Appeals in July. Under the rules, a company would have been required to include on its proxy a board candidate nominated by a shareholder who held more than 3% of a company’s voting equity for a period of at least three years. The intent was to give long-term shareholders a greater voice in corporate governance. Critics feared it went too far and that the increase … Continue Reading

Eight Things To Do Before Selling Your Business – Part 1 of 2

Posted in Private Equity, Private Transactions, Strategy

When selling your business, it pays to plan ahead. Don’t forget these important – but sometimes overlooked – strategies for maximizing value and deal certainty.

  1. Clean up! I learned a great lesson from a great chef: “You consume 70% with your eyes”. Just like the artfully plated dishes that would emerge from his kitchen, the appearance of your premises says a lot about your outlook, attention to detail and dedication. It’s easy to let things slip when you’re focused on day-to-day emergencies, but invest the time to inspect and refresh your offices and other premises. Dump the dog-eared National Geographics
  2. Continue Reading