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Author Archives / Max Thelonious Rogan

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Go-Shops in Canada

Go-Shop Provisions in Canadian M&A Transactions: Advantages, Disadvantages and Considerations

By Max Thelonious Rogan and Mason Gordon on Posted in Contractual Matters, Public M&A

It is quite common in negotiated acquisitions for companies to perform a pre-signing market canvass and to enter into an acquisition agreement that contains a “no-shop” provision with a fiduciary out clause for unsolicited third-party proposals, as well as a break fee payable in the eventuality of the target company accepting a superior offer.  Less… → Read More

Poison Pill 101: Shareholder Approved and Tactical Pills

By Max Thelonious Rogan on Posted in Public M&A, Shareholders, Strategy

One of the key questions in connection with the decision to adopt a poison pill, or shareholder rights plan, is whether the rights plan should be “shareholder-approved” or “tactical”. A shareholder approved plan is implemented for an extended period of time to serve as general protection against future unsolicited bids. A tactical plan, on the… → Read More