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Author Archives / Genevieve Pinto

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Insider Trading in the Context of M&A Activity Part 2

Key Takeaways from the Lambert Settlement

Posted in Public M&A

A few days ago we told you about the recent settlement agreement between Anthony Lambert and the Alberta Securities Commission. If you missed that post, you can check it out here for background or read on for our key takeaways on insider trading in the M&A context from the Lambert settlement and other recent decisions by Canadian securities commissions.

Insider Trading in the M&A Context

The timing of public disclosure of a potential M&A transaction has always been a tricky issue, with issuers often giving careful consideration as to the appropriate point at which there is sufficient certainty about a … Continue Reading

Insider Trading in the Context of M&A Activity Part 1

The Lambert Settlement, a Cautionary Tale

Posted in Public M&A

A recent settlement agreement between Anthony Lambert (“Lambert”) and the Alberta Securities Commission (“ASC”) presents a cautionary tale for directors and officers of public companies who are considering trading in securities during the early stages of M&A activity. We’ll discuss some of the key takeaways from this cautionary tale in our next post, but for now, here’s an overview of the Lambert settlement.

The ASC alleged that Lambert, then President and CEO of Daylight Energy Ltd. (“Daylight”), breached Alberta’s securities laws and acted contrary to the public interest by purchasing Daylight’s securities with knowledge … Continue Reading

Reverse Takeovers – An Alternative Exit Strategy

Reverse takeovers may be a worthwhile alternative for business owners looking for an exit strategy, especially during a cool IPO market

Posted in Public M&A, Shareholders, Strategy

What is a reverse takeover?

When evaluating possible exit options, an alternative to the typical IPO or sale transaction is a reverse takeover transaction (often referred to as an “RTO”). An RTO is a type of sale transaction where the shareholders of a company, often an unlisted entity, sell the company to a publicly listed issuer (“Pubco”) in exchange for shares of Pubco, which results in an effective change of control of Pubco. An RTO allows shareholders of an unlisted company to effect the sale of 100% of the business while maintaining a continuing indirect interest in the business and … Continue Reading

M&A Activity – Interesting Trends from 2011 and Insights for 2012

Posted in Public M&A

Some interesting trends emerged from a study of select US M&A deals in 2011 that may be predictors of what’s to come in 2012. A synopsis of a study conducted by Practical Law Company was provided in a webinar in late January, entitled A Year in Review: Public M&A Trends and Highlights from 2011.

According to the study, deal volume was significantly lower in the second half of last year and on pace with 2010 levels in the first half of last year, with 48 and 49 acquisition transactions in the first and second quarters, respectively. The second … Continue Reading

Canadian M&A Activity in the United States Reaching Historic Levels in 2011

Posted in Public M&A

Despite continuing economic uncertainty in 2011, the pace of Canadian M&A activity in the United States so far this year has reached historic levels, according to a recent study published by PricewaterhouseCoopers (PwC).

Year to date (up to November 14, 2011), Canadian entities were involved in 385 acquisitions of US firms, representing a total transaction value of US$22 billion and a record pace for transaction volume. US M&A activity accounted for 40 per cent of all cross-border deals by value for Canadian firms, making the United States the most favoured foreign investment jurisdiction (the next closest was Australia, with only … Continue Reading