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Tag Archives: strategy

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

The Rising Trend of Reverse Break Fees

By Leila Rafi and Tyler McAuley on 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… → Read More

Overseas Financing and Acquisitions: The Increasing Importance of Anti-Corruption Due Diligence

By Paul Michael Blyschak, John Boscariol and Sony Gill on Posted in Private Transactions, Public M&A, Strategy

The recent commitment of the Canadian government to the enforcement of the Corruption of Foreign Public Officials Act marks a new period in foreign investment transactions and necessitates a re-evaluation of the legal due diligence strategies employed by financiers and prospective acquirers alike, as well as by issuers and other companies operating in foreign jurisdictions… → 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

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

7 Tips For Hiring the Right Investment Banker

By Robert Hansen on Posted in Public M&A

So you are on the board of a public company that has decided to explore strategic alternatives, including a potential sale of the company. Or perhaps you are the CEO of a company who is looking at a significant strategic acquisition or divestiture of a business unit or division. You have a great team of lawyers at… → Read More