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

Monthly Archives: January 2013

Defined Contribution Pension Plans: Uncovering the Wolf in Sheep’s Clothing?

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

In my last post, I briefly canvassed the differences between defined benefit (DB) and defined contribution (DC) pension plans.  I cautioned that, due to their perceived financial predictability and apparent straightforward nature, DC plans don’t always get the attention that they deserve from buyers undergoing the due diligence review of a target. While DB plans… → Read More

Advance Notice By-Laws & Defending Against a Surprise Attack

Posted in Public M&A, Shareholders, Strategy

Shareholders typically have three options available to them when looking to nominate directors different than those put forth by the company’s management, (i) a shareholder proposal that is added to the management proxy circular for the applicable shareholder meeting, (ii) the more popular and publicized proxy contest, which generally requires that the shareholder(s) soliciting proxies… → Read More

New 2013 Competition Act Merger Notification Threshold

Posted in Private Equity, Private Transactions, Public M&A

The Competition Bureau (Bureau) has announced that the pre-merger notification transaction-size threshold for 2013 will increase to $80 million from the 2012 threshold of $77 million. As per the indexing mechanism set out in the Competition Act (Act), the pre-merger notification threshold is reviewed annually. The 2013 threshold is anticipated to come into effect on… → Read More

New 2013 Investment Canada Act Review Threshold

Posted in Private Equity, Private Transactions, Public M&A

Industry Canada has announced that the Investment Canada Act (Act) threshold for 2013 that applies to most direct acquisitions of Canadian businesses by non-Canadian investors from World Trade Organization (WTO) member countries is $344 million (an increase from last year’s $330 million threshold). The threshold applies to the gross book value of the target’s assets…. → Read More

You Say UCC, We Say PPSA.

A discussion of the Canadian equivalent of the UCC - the Personal Property Security Act in the context of an M&A transaction.

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

Although we often think of the regimes that govern registrations made against personal property as a concern to lenders and their counsel, M&A lawyers and business people are unable to escape this area of the law… at least not completely. As part of the legal due diligence process in almost any M&A deal, registrations against… → Read More