Category: Mergers & Acquisitions

Summary of Oversight and Regulatory Activities: AMF’s 2019 Report on Quebec Capital Markets

October 29, 2019

The Corporate Finance division of the Autorité des marchés financiers (AMF) recently released its third annual Summary of Oversight and Regulatory Activities (Report). Along with an overview of Quebec’s capital markets, the Report provides constructive feedback for issuers arising from the AMF’s oversight activities, as well as information on the development and the implementation of guidance and regulations for insiders…

When Cyber Threatens Your Deal: 5 Cybersecurity Tips That Could Save Your M&A Transaction

October 21, 2019

In today’s technology-driven business world, organizations are more vulnerable than ever to cybersecurity threats such as data and privacy breaches. As a result, in the context of M&A transactions, assessing the cybersecurity posture of a target entity has become a key due diligence consideration for buyers. Depending on the target’s operations and the industry in which it operates, the level…

Raising the BAR: CSA Propose Rules to Increase Business Acquisition Report Triggers and Thresholds

September 9, 2019

On September 5, 2019, the Canadian Securities Administrators (CSA) published for comment proposed amendments (Proposed Amendments) to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and its companion policies related to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers (non-venture reporting issuers). The CSA previously announced policy projects to reduce the regulatory burden for…

Mach Group “Mini Tender” Offer to Buy Montreal-Based Airline Won’t Fly: Quebec Financial Markets Tribunal

September 4, 2019

On August 11, 2019, Quebec’s financial markets administrative tribunal (TAMF), by a majority decision, invoked its public interest jurisdiction to cease trade Mach Group Inc.’s offer (Mach Offer) to acquire 19.5 per cent of the outstanding class B voting shares of Transat A.T. Inc. (Transat) at a price of C$14 per share. TAMF determined the offer was abusive to Transat…

Cross Border Private M&A in Canada: 11 Tips for Foreign Acquirers

August 19, 2019

Canadian private M&A continued at a solid pace in 2019, owing in large part to acquisitions by non-Canadian financial and strategic buyers. Stability in Canada’s financial and governance systems as well as solid growth in the tech sector are likely factors. While Canadian M&A takes many cues from the United States and Europe, it is unique in many ways. A…

Canadian Public M&A Update

June 4, 2019

We invite you to join us for our annual program exploring recent legal developments in Canadian public M&A in the past year. During this program, we will be joined by guest speaker Naizam Kanji, Director, Office of Mergers & Acquisitions, Ontario Securities Commission. Topics: Deals: Canadian public M&A market update MACs and More: Lessons from recent U.S. and Canadian court and…

Canada’s Efficiency Defence: Why Ignoring Section 96 Does More Harm Than Good For Economic Efficiency And Innovation

May 14, 2019

Canada has a defence that allows efficiency enhancing mergers and collaborations between competitors. In another paper published in this edition of the Canadian Competition Law Review, Chiasson and Johnson argue that the efficiencies defence should be repealed because it reduces innovation and causes inefficiencies. In our view, Chiasson and Johnson take an overly simplistic view of the relationship between market…

Selected Tax Measures from the 2018 Fall Economic Statement: Changes for Capital Assets, Canadian Journalism

November 22, 2018

On November 21, 2018, Canada’s Finance Minister Bill Morneau presented the federal government’s Fall Economic Statement (Statement), which includes significant tax changes that take effect immediately. This bulletin highlights two tax measures included in the Statement: changes to Canadian tax depreciation rates for new investments in capital assets, and measures designed to support Canadian journalism. ACCELERATED TAX DEPRECIATION FOR NEW…

Canadian Public M&A Deal Study 2018

October 19, 2018

The 10th annual Blakes Canadian Public M&A Deal Study focuses on recurring and emerging issues in the structuring and negotiation of target-supported public company acquisitions in Canada. The topics covered in the study range from overall transaction structure and timing (such as the strategic review process, the formation of special committees and the nature of fairness opinions obtained), to specific…

New TSX Rules Governing Special Purpose Acquisition Corporations Now in Effect

October 11, 2018

The Toronto Stock Exchange (TSX) announced amendments (Amendments) to Part X — Special Purpose Acquisition Corporations (SPACs) of the TSX Company Manual (Manual), which came into effect on October 4, 2018. Notable changes to the TSX SPAC rules include codifying exemptions previously provided to SPACs by the TSX and removing the requirement for shareholder approval of a qualifying acquisition subject…