This post was co-authored by Marek Lorenc, an articling student in our Calgary office. In recent years, and particularly since the financial crisis, earn-outs continue to find favour in private (and occasionally public) acquisitions as a means of bridging the valuation gap between purchasers and sellers. The drafting of earn-out clauses can be challenging, as… → Read More
Monthly Archives: October 2011
Financing Condition – A New Item on the Canadian Public M&A Menu
Posted in Public M&APrime Restaurants Inc., owner and operator of a network of casual dining restaurants and pubs (including one of my wife’s faves, East Side Mario’s!), announced this week that it had entered into an agreement to be acquired by Cara Operations Limited by way of a plan of arrangement under the Business Corporations Act (Ontario). One… → Read More
The Clash of the Rights Plan Cases (Redux)
Posted in Public M&A, ShareholdersThe Ontario Securities Commission issued an order this week in connection with a shareholder rights plan adopted by the board of directors of MOSAID Technologies Incorporated in response to a hostile bid made by Wi-LAN Inc. The OSC ordered that effective November 1, 2011 (i.e. 70 days after the commencement of Wi-LAN’s unsolicited offer), MOSAID’s… → Read More
Poison Pill 101: Comparing the Canadian and US Regimes
Posted in Public M&A, ShareholdersA poison pill, or shareholder rights plan, is a device implemented by a company’s board of directors in order to deter unsolicited or hostile acquisition proposals. The rights plan originated in the United States and was introduced in Canada in 1988 when Inco adopted its first rights plan. The introduction of poison pills in both… → Read More
Fighting Back: Considerations for Addressing a Dissident Proxy Battle
Posted in Shareholders, StrategyContested shareholder meetings are often dramatic events which have the potential to result in, among other things, enhanced scrutiny of a board of directors, increased media coverage and litigation. Emotions tend to run high and decisions often need to be made quickly (particularly for those facing a dissident group who followed the advice given in… → Read More
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