Canadian M&A Perspectives Private and Public Mergers & Acquisitions | Private Equity

Tag Archives: private transactions

Ontario’s Bulk Sales Act has been repealed

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

On March 22, 2017, Ontario’s Bulk Sales Act (BSA) was repealed, bringing to an end bulk sales legislation in Canada.1 The BSA was enacted in 1917, and was intended to protect unpaid trade creditors (i.e. the people a seller is indebted to for goods, money or services furnished for the purpose of enabling the seller to carry on his or her business) from “bulk sales” by a seller of all or substantially all of its assets over a short period of time.

The BSA was an important consideration for both the buyer and the seller in an Ontario … Continue Reading

Is the Death of Ontario’s Bulk Sales Act upon us? It looks like it may be.

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

On June 8, 2016 Bill 218 (the Burden Reduction Act, 2016) passed first reading. The Bill is part of a provincial government initiative to, in part, reduce the regulatory burden on Ontario businesses. Schedule 3 of the Bill repeals Ontario’s Bulk Sales Act (BSA). The BSA was enacted in 1917, and is intended to protect unpaid trade creditors (i.e. the people a seller is indebted to for goods, money or services furnished for the purpose of enabling the seller to carry on his or her business) from “bulk sales” by a seller of all or substantially all of its assets … Continue Reading

The Rising Trend of Reverse Break Fees

Posted in Contractual Matters, Private Transactions, Public M&A, Strategy

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 M&A deal with a prospective buyer (almost always in order to accept a higher offer from another suitor).  Such fees can promote deal certainty for a buyer by attaching adverse monetary consequences to a target terminating the deal.

Reverse break fees (as opposed to … Continue Reading

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

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 a contemplated transaction triggers two thresholds: the “size of transaction threshold” and the “size of parties threshold”.

Where a transaction involves the combination of multiple entities, the “size of transaction threshold” is measured based on the aggregation of either the value of … Continue Reading

Confidentiality Agreements – Part 1 – Some Initial Considerations

Posted in Contractual Matters

How often are you called upon to sign a confidentiality or non-disclosure agreement? Want to participate in the sale process for a business you’re interested in acquiring? Sign this confidentiality agreement first. Need access to important commercial information? Sign a confidentiality agreement. Want to meet with key executives as part of your due diligence? Not before you commit to the terms of this non-disclosure agreement. They are everywhere. And yet, they rarely get much attention until issues arise.

Ensuring confidentiality throughout the M&A process is essential to a successful deal. This is the first in a series of blog posts … Continue Reading