Category: Mergers & Acquisitions

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Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

June 22, 2015

  Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and warranties discovered post-closing, has gained traction in the Canadian market following widespread use by financial investors in the United States and United Kingdom.   The proliferation of R&W insurance…

Commenters Don’t Hold Back: Responses to Civil Liability and Enforcement Provisions of Draft Cooperative Capital Markets Legislation

April 6, 2015

INTRODUCTION   The consultation drafts of the proposed uniform provincial capital markets legislation, Provincial Capital Markets Act (PCMA), and federal capital markets legislation, Capital Markets Stability Act (CMSA), (Consultation Drafts) propose new, and in some instances unprecedented, civil liability and regulatory and criminal enforcement provisions which, if enacted, will have important implications for capital markets participants.   The PCMA and…

Too Many Changes, More Consultation Required: Comments on Proposed Cooperative Capital Markets Legislation

April 2, 2015

Comments on the consultation drafts of the uniform provincial capital markets legislation, Provincial Capital Markets Act (PCMA), and new federal capital markets legislation, Capital Markets Stability Act (CMSA), (Consultation Drafts) by capital markets stakeholders suggest that additional “robust” consultation is required for the PCMA and CMSA, particularly given the significant changes to securities and capital markets laws that such proposed…

Fundamental Changes to Take-over Bid Regime One Step Closer With Release of Draft Amendments

April 1, 2015

On March 31, 2015, the Canadian Securities Administrators (CSA) released draft amendments to Canada’s take over bid regulatory regime. As previously announced by the CSA in September 2014, the amendments will increase the minimum period that a take-over bid must remain open from 35 days to 120 days—unless the target board consents to a shorter period of not less than…

Supreme Court of Canada Breathes New Life into Merger Efficiencies in Canada

January 22, 2015

  On January 22, 2015, the Supreme Court of Canada (SCC) issued a groundbreaking decision in the area of merger efficiencies in Tervita Corp. v. Canada (Commissioner of Competition), allowing the appeal of Tervita Corporation (Tervita) and overturning the holdings of the Federal Court of Appeal (FCA) and the Competition Tribunal (Tribunal). In its decision, the SCC agreed with the Commissioner…

Mergers & Acquisitions: Trends to Watch in 2015

December 11, 2014

2014 AND LOOKING FORWARD Canadian M&A activity increased notably in 2014, reflecting the strengthening of the global economy, particularly in the U.S. The total value of Canadian announced deals to date (all numbers as of December 1, 2014) has been C$245.7-billion, which on an annualized basis reflects a 40.4-per-cent increase over 2013, which had been the weakest year in Canadian…

Cooperative Capital Markets Regulatory System’s Approach to Take-over Bids and Issuer Bids

December 5, 2014

  As we have previously reported, the federal government and the governments of British Columbia, New Brunswick, Ontario, Prince Edward Island and Saskatchewan (Participating Provinces) have signed a memorandum of agreement in respect of a proposed cooperative capital markets regulatory system (Cooperative System). As part of this Cooperative System, existing provincial securities legislation will be replaced in the Participating Provinces…

CSA Revises Approach to Amending Early Warning Report Regime

November 28, 2014

  The Canadian Securities Administrators (CSA) have provided an update on the status of proposed changes to the regime governing early warning reporting of significant holdings of issuers’ securities. Most notably, the CSA has determined not to reduce the reporting ownership threshold from 10 per cent to five per cent and not to include “equity equivalent derivatives” for the purposes…

Canadian Securities Regulators Propose Harmonized Approach to Regulating Take-Over Bids

September 23, 2014

  On September 11, 2014, the Canadian Securities Administrators (CSA) announced that they have reached agreement on a harmonized approach to updating the regulation of take-over bids in Canada and will be proposing amendments to the legislation, instruments and rules that make up Canada’s take-over bid regulatory regime to implement such policy.   The stated goal of the CSA’s proposed…

Horns Locked Between Investors and Issuers Over Proxy Advisory Firm Regulation

July 14, 2014

In our May 2014 Blakes Bulletin: CSA’s Light Touch Proxy Advisory Firm Proposal May Disappoint Issuers, we predicted that the Canadian Securities Administrators’ (CSA) proposed National Policy 25-201 – Guidance for Proxy Advisory Firms (Proposed Policy) might disappoint Canadian issuers. The proposed guidelines have provoked lively criticism from not only issuers, but also institutional investors and their associations, with both…

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