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Category Archives: Strategy

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Plan of Arrangement – A Flexible “Made-in-Canada” Acquisition Structure

By Robert Hansen and Heidi Gordon on Posted in Public M&A, Shareholders, Strategy

Our colleague Matthew Cumming recently discussed some of the most important considerations when choosing between a take-over bid and a plan of arrangement for the acquisition of a Canadian public company. But if you’re like many of our other friends to the South, perhaps you’re wondering, what exactly is a plan of arrangement? The answer… → Read More

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

Stretching the Umbrella: 5 Tips for Preserving Privilege in a Complex Transaction

By Tyler McAuley on Posted in Strategy

Good communication within a deal team can be the linchpin of a successful transaction. Equally important, however, is the need to preserve privilege and ensure that sensitive information is insulated from any subsequent litigation. Balancing these two demands in a complex and fast moving transaction can be cumbersome, complicated and fraught with risk. Fortunately, recent developments in… → Read More

What’s the Best Way to a Billion: M&A or IPO?

By W. Ian Palm on Posted in Public M&A, Strategy

Unless you’ve been living under a rock for some time, you’ll recall the exchange in The Social Network between Sean Parker, Mark Zuckerberg and Eduardo Saverin: “this is no time to take your chips down. A million dollars isn’t cool. You know what’s cool? A billion dollars.” If you’re an entrepreneur or investor with audacious… → Read More

Fighting Back: Considerations for Addressing a Dissident Proxy Battle

By Leslie Milroy on Posted in Shareholders, Strategy

Contested shareholder meetings are often dramatic events which have the potential to result in, among other things, enhanced scrutiny of a board of directors, increased media coverage and litigation. Emotions tend to run high and decisions often need to be made quickly (particularly for those facing a dissident group who followed the advice given in… → Read More

Vice Chancellor Laster Visits Toronto to Speak on M&A Disputes

By Ian C. Michael on Posted in Public M&A, Strategy

A select group of senior executives and in-house counsel interested in cross-border M&A disputes recently had a special opportunity to hear Vice Chancellor Travis Laster of the Delaware Court of Chancery speak in Toronto about his thoughts on some thorny M&A issues and their treatment under a continuum of legal regimes ranging from Pennsylvania, to… → 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