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Author Archives / Matthew Cumming

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Augusta/HudBay – B.C. Securities Commission Policy Remains Unchanged

Posted in Uncategorized

Over the summer, the British Columbia Securities Commission (BCSC) issued reasons for its previous decision that allowed Augusta Resource Corporation (Augusta) to maintain its shareholder rights plan after a hostile bid was made by HudBay Minerals Inc. (HudBay). The BCSC permitted Augusta’s rights plan to stay in place for an unusually long period of 155… → Read More

GOOD FAITH BARGAINING? Recent Decision Implies a Duty to Negotiate in Good Faith

Posted in Contractual Matters, Private Equity, Private Transactions, Strategy

A duty to negotiate in good faith appears to run counter to the adversarial nature of bargaining. However, parties may have a duty to negotiate in good faith according to the recent decision in SCM Insurance Services Inc. v. Medisys Corporate Health LP, 2014 ONSC 2632, where the Ontario Superior Court held that the parties… → Read More

Fairness Opinions – Important Ontario Court Comment

Posted in Uncategorized

The following article by Graham P.C. Gow, Jonathan Grant, Andrew Parker and Matthew Cumming may be of interest to readers of this blog: Fairness Opinions – Important Ontario Court Comment In almost every Canadian M&A transaction, the board of directors of the target company, and often also the acquiring company, will expect their financial advisors… → Read More


Posted in Private Equity, Private Transactions, Shareholders, Strategy

There are important lessons in a recent Ontario Superior Court decision examining defensive tactics taken by a board in the context of a contested shareholders’ meeting. In Concept Capital Management Ltd. v. Oremex Silver Inc., 2013 ONSC 7820, the board of Oremex – during a contested election — postponed a shareholders’ meeting and issued shares… → Read More

5 Things US Activist Investors Need to Know about Canada

Posted in Public M&A, Shareholders, Strategy

With the recent election of seven nominees to the board of CP Rail, Bill Ackman and Pershing Square demonstrated in dramatic fashion that no Canadian company is immune from the rough-and-tumble world of proxy battles. Mason Capital also illustrated this recently with its successful opposition to the proposed share conversion of Telus Corp.  Shareholder activism… → Read More

SEC Will Not Challenge Court Decision on Proxy Access

Posted in Shareholders

The U.S. Securities and Exchange Commission (SEC) announced last week that it will not seek a court rehearing on the validity of its proposed “proxy access” rules, which were rejected by the U.S. Court of Appeals in July. Under the rules, a company would have been required to include on its proxy a board candidate nominated… → Read More