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

Monthly Archives: May 2012

Overseas Financing and Acquisitions: The Increasing Importance of Anti-Corruption Due Diligence

Posted in Private Transactions, Public M&A, Strategy

The recent commitment of the Canadian government to the enforcement of the Corruption of Foreign Public Officials Act marks a new period in foreign investment transactions and necessitates a re-evaluation of the legal due diligence strategies employed by financiers and prospective acquirers alike, as well as by issuers and other companies operating in foreign jurisdictions… → Read More

Under the Hood: Guidelines for Drafting Material Adverse Change Clauses

Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

There are a number of ways in which a MAC clause can be drafted. Typically, these provisions begin with a broad definition of the type of event that will constitute a “material adverse change” on the business or assets being acquired. This is often followed by a list of explicit “carve-outs” which designate the events… → Read More

Poison Pill 101: Shareholder Approved and Tactical Pills

Posted in Public M&A, Shareholders, Strategy

One of the key questions in connection with the decision to adopt a poison pill, or shareholder rights plan, is whether the rights plan should be “shareholder-approved” or “tactical”. A shareholder approved plan is implemented for an extended period of time to serve as general protection against future unsolicited bids. A tactical plan, on the… → Read More

Plan of Arrangement – A Flexible “Made-in-Canada” Acquisition Structure

Posted in Public M&A, Shareholders, Strategy

Our colleague Matthew Cumming recently discussed some of the most important considerations when choosing between a take-over bid and a plan of arrangement for the acquisition of a Canadian public company. But if you’re like many of our other friends to the South, perhaps you’re wondering, what exactly is a plan of arrangement? The answer… → Read More

MAC Primer: An Overview to the Material Adverse Change Clause

Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

In most acquisitions, the distance between signing and closing is measured in weeks, if not months. During this interim period the buyer’s ability to safeguard or control the target’s business is limited. This is an uncomfortable position that can be exacerbated if the transaction is consummated between strategic competitors or in a market with substantial… → Read More