Category: Mergers & Acquisitions

Mergers & Acquisitions: Trends to Watch in 2017

December 21, 2016

2016 AND LOOKING FORWARD Canadian M&A activity rose once again in 2016, surpassing a record-breaking 2015 to become the most active year in Canadian deal-making history. In terms of deal value, 2016 will be second only to the peak of 2007. The aggregate value of announced deals to date is C$399.9-billion, while announced deal volume reached an impressive 3,100 transactions….

Plan of Arrangement: A Vote for All? Not So, Says Court of Appeal

November 30, 2016

In Smoothwater Capital Corporation v. Marquee Energy Ltd. (Smoothwater), the Alberta Court of Appeal (Court) overturned the Alberta Court of Queen’s Bench controversial decision granting shareholders of an acquiring company a vote in a plan of arrangement. For further information, please see our October 2016 Blakes Bulletin: A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a…

Nominee Directors: Rights and Responsibilities

October 25, 2016

First published by The American Lawyer, this paper examines the responsibilities of nominee directors, particularly as they apply to boards of Canadian companies, and how these directors can protect themselves from conflict situations.

A New Arrangement? Alberta Court Requires Shareholder Vote for Acquiring Company in a Plan of Arrangement

October 11, 2016

In a recent Court of Queen’s Bench of Alberta case,  Alberta Oilsands Inc. (Re) (Alberta Oilsands), Justice A. D. Macleod made a surprising decision in the context of a plan of arrangement under the Business Corporations Act of Alberta (ABCA). Justice Macleod held in Alberta Oilsands that shareholders of an acquiring company in a plan of arrangement, at least on…

Clause for Concern? Sandbagging Provisions in Canadian M&A

July 21, 2016

The use of express sandbagging language in M&A agreements (whether “pro” or “anti”), or the decision to remain silent, is commonly one of the most acrimonious issues faced by M&A practitioners in private acquisitions. The frequency of these provisions in Canadian M&A and the question of their enforceability are commonly discussed in light of evolving market practice and the historically limited guidance from…

Canadian Public M&A Update

June 22, 2016

The past year has seen a number of important developments in Canadian public M&A. Blakes reviews and discusses these developments. Mandatory Continuing Education Ontario This program contains 1 hour and 30 minutes of Substantive content. If you would like more information about this seminar, please contact Daniela Conti by email or at 416-863-2471.

B.C. Court of Appeal Issues Important Guidance on Directors’ Disclosable Interests, Oppression Proceedings

May 11, 2016

The B.C. Court of Appeal last week released a wide-ranging decision on the availability of oppression proceedings under the B.C. Business Corporations Act (BCA), when interests of directors will be disclosable as a consequence of acquisition and reorganization, and the reasonable expectations of shareholders considering takeover bids. The decision has significant implications for corporate governance and securities litigation, especially how…

Canadian Public M&A Deal Study 2016

April 4, 2016

The eighth 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 and the formation of special committees, to specific contractual provisions, such as break and reciprocal break fees and non-solicitation provisions.  Blakes prepared the Study…

Report Early, Report Often: CSA Adopts Final Amendments to Early Warning System

March 15, 2016

On February 25, 2016, the Canadian Securities Administrators (CSA) published final amendments to the rules governing early warning reporting in Canada (Final Amendments). The Final Amendments were released concurrently with the final amendments to Canada’s take-over bid rules, which are discussed in our February 2016 Blakes Bulletin: Finish Line in Sight: New Take-Over Bid Rules are Coming. The Final Amendments…