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Category Archives: Private Transactions

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MAC Primer: An Overview to the Material Adverse Change Clause

By Tyler McAuley on Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

In most acquisitions, the distance between signing and closing is measured in weeks, if not months. During this interim period the buyer’s ability to safeguard or control the target’s business is limited. This is an uncomfortable position that can be exacerbated if the transaction is consummated between strategic competitors or in a market with substantial… → Read More

MAC-Ademy: An Introduction to the Material Adverse Change Clause

By Cristian Blidariu, Waleed Elgohary and Tyler McAuley on Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

Recently, a curious team of our M&A bloggers presented an internal roundtable discussion aimed at understanding some of the key issues regarding material adverse change (otherwise known as “MAC”) clauses. Part of what came out of that discussion is a presentation that provides an introduction to the MAC clause and some analysis regarding current trends… → Read More

Financing the Acquisition of a Canadian Business: Cross-Border Credit Transactions

By Ana Badour on Posted in Contractual Matters, Private Transactions, Public M&A

The acquisition of a Canadian business by US-based purchasers is often financed by way of a cross-border credit transaction involving a Canadian borrower (such as when the US purchaser sets up a Canadian company to make the acquisition, often for tax reasons), possibly also a US borrower (or as is common when a new Canadian… → Read More

Buying a Canadian Business, eh? An Introduction to a Special Series

By Robert Hansen and Heidi Gordon on Posted in Private Transactions, Public M&A

We’re often called upon to provide Canadian legal advice to US-based purchasers contemplating the acquisition of a Canadian business. In many transactions, we act directly for the purchaser; in others we’re asked to provide Canadian support to the acquirer’s US legal counsel. There are many similarities between Canadian and US law but if we had… → Read More

Cutting Through! Strategies to Address Recent Developments in the Regulatory Review Process

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

In our last post we highlighted some of the important developments in the regulatory rules regarding foreign direct investment and the Competition Bureau’s merger review process. In consideration of these changes, we’ve put together some of the important strategies to keep in mind when conducting a transaction that will fall under these, or any other… → Read More

Competition Bureau Increases the “Transaction-Size Threshold” for Pre-Merger Notification

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

Last week we discussed the new merger review guidelines released by the Competition Bureau of Canada. On Tuesday, February 7, 2012 the Bureau announced  additional changes to one of the key thresholds that trigger pre-merger notification and the review process discussed in our earlier post. In Canada, parties are required to notify the Commissioner of Competition where… → Read More

Competition Bureau Releases New Merger Review Guidelines

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

Earlier this month, the Competition Bureau published new Guidelines for its review process under the federal Competition Act. These Guidelines describe the Bureau’s general approach to administering its review process. In general, where a proposed transaction surpasses the “party-size” and “transaction-size” thresholds parties are required to notify the Commissioner prior to completing the proposed transaction. Following… → Read More

New Thresholds for Foreign Direct Investment Review

By Oliver J. Borgers and Tyler McAuley on Posted in Private Transactions, Public M&A

In recent weeks, Industry Canada has announced important developments that affect the regulatory review process for Canadian mergers and acquisitions. Below, we give a brief introduction to the foreign direct investment review process and highlight some of these important changes. Under the Investment Canada Act, Industry Canada is empowered to receive notice and often conduct… → Read More

Earn-outs – Key Considerations in M&A Transactions

By Vanessa Grant on Posted in Contractual Matters, Private Transactions

This post was co-authored by Marek Lorenc, an articling student in our Calgary office. In recent years, and particularly since the financial crisis, earn-outs continue to find favour in private (and occasionally public) acquisitions as a means of bridging the valuation gap between purchasers and sellers. The drafting of earn-out clauses can be challenging, as… → Read More

Eight Things To Do Before Selling Your Business – Part 1 of 2

By Matthew Kelleher on Posted in Private Equity, Private Transactions, Strategy

When selling your business, it pays to plan ahead. Don’t forget these important – but sometimes overlooked – strategies for maximizing value and deal certainty. Clean up! I learned a great lesson from a great chef: “You consume 70% with your eyes”. Just like the artfully plated dishes that would emerge from his kitchen, the… → Read More