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A Guide to Canadian M&A in the Second Half of 2013

Posted in Awards and Recognitions, Contractual Matters, Private Equity, Private Transactions, Public M&A, Shareholders, Strategy

In July, we published a blog post on the Canadian M&A landscape in the first half of 2013.  As 2013 has now come to an end, it seems appropriate to recap what happened in the second half of 2013.  McCarthy Tétrault advised on seven of Lexpert’s top ten deals of 2013, published in the January… → Read More

Are you meeting expectations? A Case for Benchmarking

A Canadian perspective on the interpretation and use of benchmarking in an efforts clause

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

The authors of a recent US article appearing in Corporate Counsel explored how efforts clauses – that is, contractual provisions that require one party to a contract to exercise some standard of effort to maximize the benefits to be received by the other party to the contract – may be improved. Their hypothesis is simple:… → Read More

A Guide to Canadian M&A in the First Half of 2013

Recovery Hits Roadblock: 2013 sees decline in Canadian and Global deal volume and value

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

As we move into the second half of 2013, it seems appropriate to look back at what has gone on so far this year across the Canadian M&A landscape. Below we’ve highlighted some of the major news items and deals that have taken place so far. First Half Sees Fewer and Smaller Deals. The first… → Read More

The Spin on Spin-Offs (Part 3)

A Valuable Tool to Unlock Shareholder Value

Posted in Public M&A, Shareholders, Strategy

In our recent series on corporate-spin off transactions, we focused on why a company should consider a spin-off, and how the spin-off could be implemented. In this post, we briefly outline some of the common risks that a company should be aware of before pursuing the spin-off. Even for seasoned practitioners, a great deal of… → Read More

The Spin on Spin-Offs (Part 2)

A Valuable Tool to Unlock Shareholder Value

Posted in Public M&A, Shareholders, Strategy

In our last post, we outlined some of the reasons why corporate spin-offs are used. In this post, we address some of the most common methods used to implement the corporate spin-off. How do I implement it? In some cases, a Canadian public corporation seeking to distribute shares of Spinco to its shareholders will be… → Read More

The Spin on Spin-Offs (Part 1)

A Valuable Tool to Unlock Shareholder Value

Posted in Public M&A, Shareholders, Strategy

On March 6, 2013, Time Warner Inc. issued a press release announcing plans to implement, courtesy of a spin-off transaction, a “complete legal and structural separation of Time Inc. from Time Warner.” The proposed spin-off highlights an increasing trend among public companies in the face of tough market conditions – the transformation of what are… → 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