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Author Archives / Cristian Blidariu

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Proposed Changes to Early Warning Reporting System Address Market Transparency and Shareholder Activism in Canada

Posted in Public M&A, Shareholders, Strategy

Under Canada’s early warning reporting (EWR) system, investors holding 10% or more of a public company’s voting securities must publicly report their ownership levels, the purpose of the transaction and any future intention to accumulate more securities. Eligible institutional investors can report more slowly than EWR filers and provide less information by making use of the alternative monthly reporting system (AMR).

Proposals just published by Canadian securities administrators would lower the reporting threshold, thereby increasing the transparency to the market of significant investments. The proposals would also increase EWR disclosure obligations for investors who acquire derivatives or public company securities … Continue Reading

MAC-Ademy: An Introduction to the Material Adverse Change Clause

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

Recently, a curious team of our M&A bloggers presented an internal roundtable discussion aimed at understanding some of the key issues regarding material adverse change (otherwise known as “MAC”) clauses. Part of what came out of that discussion is a presentation that provides an introduction to the MAC clause and some analysis regarding current trends in the way MAC clauses are being negotiated and implemented in the Canadian deal market.

In the coming weeks we will publish a series of posts that address some of these trends and other issues to keep in mind when negotiating, drafting, or … Continue Reading

Amending Interim Order and Circular for a Superior Proposal – Plan of Arrangement Leftovers

Posted in Public M&A
The proposed acquisition of Prime Restaurants discussed in this recent post by Robert Hansen continues to whet our blogging appetite. Prime had initially signed a friendly deal to be acquired by Cara Operations via a plan of arrangement and put out a proxy circular dated November 10th with a record date of November 4th and a shareholders meeting date set for December 12th. Prime also obtained an interim court order for the deal on November 14th. But the Cara deal was not to be, and on November 28th, having received a superior all-cash offer from Fairfax Financial Holdings, Prime terminated … Continue Reading