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Tag Archives: shareholders

The Spin on Spin-Offs (Part 3)

A Valuable Tool to Unlock Shareholder Value

By David Randell and Omar Soliman on Posted in Public M&A, Shareholders, Strategy

In our recent series on corporate-spin off transactions, we focused on why a company should consider a spin-off, and how the spin-off could be implemented. In this post, we briefly outline some of the common risks that a company should be aware of before pursuing the spin-off. Even for seasoned practitioners, a great deal of… → Read More

The Spin on Spin-Offs (Part 2)

A Valuable Tool to Unlock Shareholder Value

By David Randell and Omar Soliman on Posted in Public M&A, Shareholders, Strategy

In our last post, we outlined some of the reasons why corporate spin-offs are used. In this post, we address some of the most common methods used to implement the corporate spin-off. How do I implement it? In some cases, a Canadian public corporation seeking to distribute shares of Spinco to its shareholders will be… → Read More

The Spin on Spin-Offs (Part 1)

A Valuable Tool to Unlock Shareholder Value

By David Randell and Omar Soliman on Posted in Public M&A, Shareholders, Strategy

On March 6, 2013, Time Warner Inc. issued a press release announcing plans to implement, courtesy of a spin-off transaction, a “complete legal and structural separation of Time Inc. from Time Warner.” The proposed spin-off highlights an increasing trend among public companies in the face of tough market conditions – the transformation of what are… → Read More

Reverse Takeovers – An Alternative Exit Strategy

Reverse takeovers may be a worthwhile alternative for business owners looking for an exit strategy, especially during a cool IPO market

By Genevieve Pinto on Posted in Public M&A, Shareholders, Strategy

What is a reverse takeover? When evaluating possible exit options, an alternative to the typical IPO or sale transaction is a reverse takeover transaction (often referred to as an “RTO”). An RTO is a type of sale transaction where the shareholders of a company, often an unlisted entity, sell the company to a publicly listed… → Read More

Shareholder Rights Plans – A Priority for the OSC

By Robert Hansen on Posted in Public M&A, Shareholders

On June 28, 2012, the Ontario Securities Commission published OSC Notice 11-767 – Notice of Statement of Priorities for Financial Year to End March 31, 2013. Tucked in with the OSC’s goal to deliver strong investor protection, the OSC states that it will reconsider the current regulatory requirements governing shareholders’ rights plans to reflect recent… → Read More

The Battle for Prime Restaurants Inc. Ends Without Much Sizzle, but Leaves M&A Lawyers With Something to Chew On

By Waleed Elgohary on Posted in Public M&A, Shareholders

The recent battle for Prime Restaurants Inc. (PRI) between Cara Operations Limited (Cara) and Fairfax Financial Holdings Limited (Fairfax) settled, which allowed PRI to sign a new acquisition agreement with Fairfax. Before the parties had agreed to settle, PRI asked the court to determine whether the Fairfax proposal was in fact a “superior proposal” to… → Read More

The Clash of the Rights Plan Cases (Redux)

By Robert Hansen on Posted in Public M&A, Shareholders

The Ontario Securities Commission issued an order this week in connection with a shareholder rights plan adopted by the board of directors of MOSAID Technologies Incorporated in response to a hostile bid made by Wi-LAN Inc. The OSC ordered that effective November 1, 2011 (i.e. 70 days after the commencement of Wi-LAN’s unsolicited offer), MOSAID’s… → 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