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Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more
Canadian businesses may soon face tougher standards in merger review if amendments being considered by the government to include “structural presumptions” and more onerous remedy standards in merger reviews are passed into...more
Though 2023 ended in much the same way as it began, with global geopolitical instability and high interest rates, investment in Québec has remained active, particularly in the Montréal area. This post breaks down some of the...more
United States and global M&A rebounded in the first quarter of 2024, powered by the return of mega deals worth US$10 billion or more. According to Bloomberg, global deal values are up about 21 percent year-on-year to more...more
1 Relevant Authorities and Legislation - 1.1 What regulates M&A? The acquisition of a Canadian public issuer is largely regulated by, but not limited to, the following: ■ securities laws enacted by each of...more
1 Relevant Authorities and Legislation - 1.1 Who is/are the relevant merger authority(ies)? If relevant, please include details of: (i) independence from government; (ii) who the senior decision-makers are (e.g. Chair,...more
When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more
In 2023, private equity, mergers and acquisitions and venture capital financings have experienced a slowdown across Canada, on the heels of a historically strong year in 2022. In this post we look specifically at the province...more
On October 31, 2022, the Competition Tribunal issued its long-awaited – and indeed nearly forgotten – decision in Canada (Commissioner of Competition) v. Parrish & Heimbecker, Limited....more
In Sutter Hill Management Corporation v. Mpire Capital Corporation (Sutter), the British Columbia Court of Appeal found that the acquiror of an Abbotsford, B.C. care home had breached the purchase and sale agreement by...more
The first nine months of 2021 set records for global M&A activity and kept private equity firms especially busy. An abundance of dry powder and low interest rates have encouraged private equity investors to make up for lost...more
Types of M&A Transactions – – Takeover bids (like a U.S. tender offer) – Plans of arrangement – Amalgamations (like a U.S. merger) – Asset sales – Share sales (e.g., private purchase of control block) –...more
More and more buyers are using representation and warranty insurance (RWI) to supplement or replace indemnities from a seller in the sale of a business in Canada. While some of our clients, particularly private equity funds,...more
Due in large part to greater awareness of the strategic value of representation and warranty insurance (RWI), an increasingly competitive underwriting market in Canada (resulting in lower costs, lower deductibles and more...more
In a closely watched battle over the DOL’s new fiduciary rule for retirement account investment advisers, the Labor Department has scored an early first victory. A DC federal judge ruled late last week that the rule at issue...more
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...more