Break fees have for many years been a conventional deal protection feature of public M&A transactions. These fees, often referred to as termination fees as they are tied to the termination provisions in the contract containing the deal terms, are typically payable by a target company where it elects to end an agreement for an… → Read More
The Rising Trend of Reverse Break Fees
Posted in Contractual Matters, Private Transactions, Public M&A, StrategyOnce Sold, D&O Liability Doesn’t Stop
Posted in Private Transactions, Public M&AWhen a company is sold in an M&A deal, directors and officers remain exposed to claims with respect to activities pre-acquisition. Therefore, D&Os have a lot to worry about when their company is being sold. To protect themselves, D&Os on target boards should try to negotiate the purchase of a run-off D&O insurance policy with the acquiring… → Read More
Are You a Target? Protecting Yourself against D&O Liability
Posted in Contractual MattersAre you a D&O on a board of a company that is or may be an acquisition target? You may be wondering what happens to your indemnity after the company you act for is acquired. First things first, if you have a contractual indemnification agreement with the company, check it and see what the duration of… → Read More
Beware of D&O Liability When Acquiring Foreign Entities
Posted in Public M&AYou act as a D&O on the board of a Canadian reporting issuer that is on an acquisition trail all over the world…..For each acquisition of a foreign entity, customary due diligence is conducted, but have you thought about potential D&O liability? Beware as D&O’s on boards of issuers in Canada and the United States… → Read More
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