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

Monthly Archives: October 2011

Earn-outs – Key Considerations in M&A Transactions

Posted in Contractual Matters, Private Transactions

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

The Clash of the Rights Plan Cases (Redux)

Posted in Public M&A, Shareholders

The 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

Fighting Back: Considerations for Addressing a Dissident Proxy Battle

Posted in Shareholders, Strategy

Contested 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