Category: Mergers & Acquisitions

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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 OntarioThis 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…

Opportunities for U.S. Private Equity in Canada’s Energy Sector

March 14, 2016

The Canadian energy sector represents a unique investment opportunity for private equity investors seeking to invest in, or acquire outright, established energy assets at a discount to historical prices. The ability to capitalize on the discounted debt of oil and gas companies in a low-risk jurisdiction like Canada has never been more attractive. One of the many factors that make…

Legal Trends 2016: Oil & Gas

March 9, 2016

ONE | LOW COMMODITY PRICES As depressed oil prices continue to dominate the headlines and natural-gas prices hover near record lows, sustained low commodity prices have had a cascading effect on the industry, compelling companies to fundamentally alter their business strategies. Cash-flow management is among the areas most impacted. Without a steady income stream, companies are left with few options….

Legal Trends 2016: Mergers & Acquisitions

March 4, 2016

An unusually strong third quarter bolstered Canadian M&A activity, making 2015 the most active year in Canadian deal making since the 2007 market bubble. The value of Canadian deals announced to date in 2015 (all figures as of December 1, 2015) totalled approximately C$374.1-billion (US$293.5-billion), reflecting a 51 per cent increase over 2014 on an annualized basis. Deal volume also broke…

Finish Line in Sight: New Take-Over Bid Rules Are Coming

February 26, 2016

On February 25, 2016, the Canadian Securities Administrators published final amendments to the rules governing take‑over bids in Canada that mark the completion of the process to enhance the quality and integrity of Canada’s take-over bid regime and rebalance the current dynamics among offerors and boards of directors and security holders of targets. The final rule amendments substantively track the…

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