Topic: M&A

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AIG reports increased R&W insurance claims in the M&A market

AIG, in its recently published 2017 M&A Claims Report, explored the rising number of representations and warranties (R&W) claims in the M&A market by examining AIG policies written between 2011 and 2015. Increase in R&W claims Mary Duffy, AIG’s global head of M&A insurance, posits that the marked increase in claims could stem from buyers … Continue reading

Shareholder activism in M&A

As noted by Kingsdale Advisors in a recently published report, corporate directors and their legal advisors continue to pay insufficient attention to shareholder activism in M&A. The authors of the 2017 special report caution that not only have shareholder activists been emboldened by post-financial crisis legislative changes that afford shareholders greater say, but that these investors … Continue reading

Employment considerations in an M&A deal

Parties to an asset transaction should carefully consider the implications of the proposed acquisition on existing employment arrangements, including, non-competition agreements, workers’ compensation programs, and pension plans. The provisions of the Employment Standards Act, 2000, S.O. 2000, c. 41 (ESA), the governing employment standards legislation in Ontario, should be considered when negotiating employment arrangements as … Continue reading

Private equity trends towards specialization

Competition has increased in the private equity (PE) market. In the US, PE firms paid a 31% premium for acquisitions in 2016, an eight-year high according to Bloomberg data. There are a growing number of market participants chasing after ever scarcer quality businesses thereby causing price appreciation of businesses. In addition, the availability of low … Continue reading

New forfeiture of corporate property regime in Ontario

A new regime effecting the forfeiture of corporate property was recently enacted in Ontario. The new legislation, which came into force on December 10, 2016, includes the Forfeited Corporate Property Act, 2015 (FCPA) and related amendments to the Ontario Business Corporations Act (OBCA). Under Ontario law, when a corporation is dissolved, all of its personal … Continue reading

Modern M&A deal process: focus on negotiated sales and increased usage of technology

Technology is increasingly playing a bigger role in M&A deals, transforming the way transactions are priced, negotiated and completed. The use of different platforms is facilitating transmission of deal information to a wider group, and as a result, crucial stages in a deal can now be done remotely and simultaneously by several deal parties. Moving … Continue reading

Ontario’s Bulk Sales Act: no more

Last year, we reported that Ontarians may finally be able to bid farewell to the archaic Bulk Sales Act (Ontario) (the BSA). The BSA was initially enacted to protect creditors of a seller against the sale of assets in bulk where the seller did not satisfy its outstanding debts to the creditor. After much anticipation, … Continue reading

Smooth sailing for marijuana start-up streaming deals?

On April 13, 2017, the federal government introduced Bill C-45 in the House of Commons. This proposed legislation marks an important step towards the Liberal government’s promise to legalize and regulate the possession, sale, and distribution of cannabis in Canada before July 1, 2018. As the bill currently stands, upon coming into force, Canadians over … Continue reading

Picking it up for a song: deal considerations when purchasing a distressed business

Although a growing body of evidence—from job numbers to stock price figures—suggests that the Canadian economy is set for strong growth this year, there will always be companies (and industries) that get left behind for one reason or another. Where those companies that cannot meet their obligations have otherwise attractive assets, it presents an opportunity … Continue reading

M&A trends: augmented and virtual reality

Since Facebook’s $3 billion acquisition of Oculus VR – a company that develops and manufactures virtual reality headsets – augmented and virtual reality technology has become a major topic of discussion in the M&A world. For those who are new to this emerging industry, virtual reality is an artificial, computer-generated simulation of a real life … Continue reading

M&A trends and how to add value in medtech deals

It is well documented that the medical technology (MedTech) industry has been one of the fastest growing sectors in North America over the past several years. In Ontario alone, there are currently 24,000 employees and over 1,300 companies working in this space. While it is quite healthy (Ontario’s MedTech exports amounted to roughly CAD $1.7 … Continue reading

True sales: a refresher

Securitization remains an important tool for companies to realize value from future payment streams and raise financing, typically at a better cost of funds than the interest expense associated with a corporate loan or bond. While there are many different ways to structure a securitization transaction, it is of paramount importance to isolate the relevant … Continue reading

Governing law clauses: “without regard to conflict of law”

Contracting parties will typically consider a “governing law” provision, which identifies the proper law of a contract by express intention. A governing law provision applies to the substantive issues of the contract, provided that it is bona fide, legal and not contrary to public policy. Such provisions will identify the preferred jurisdiction of governing law … Continue reading

Incoming legislation implements common reporting standards

On July 1, amendments to the Income Tax Act (Canada) implementing international common reporting standards (CRS) will come into force. The CRS regime is intended to facilitate the exchange of taxpayer information between governments. Financial institutions will be required to report financial information about individuals and entities not resident in Canada[1] to the Canada Revenue … Continue reading

Trend report: increased M&A deal values across the Americas for Q1 2017

On April 25, Mergermarket released its Q1 2017 Regional Flash Reports describing the M&A climate, trends and developments throughout the Americas during the first quarter of 2017. The Canada’s Trend Report indicates that Canadian M&A has remained strong with 111 deals in Q1 2017 worth US$ 35.8bn. This is a robust start for 2017 as … Continue reading

Earn-out trends: continued

Back in April 2015, we discussed key questions to keep in mind when negotiating earn-outs, and looked at recent trends coming out of the American Bar Association’s 2014 Canadian Private Target M&A Deal Points Study (the 2014 ABA Study). As the ABA has now published its 2016 study (the 2016 ABA Study), we thought it … Continue reading

Set up for success? Difficulties in M&A integration

In a previous post, we discussed the impact that deal team size can have on post transaction synergies. A recent report from PwC makes clear that pitfalls in the M&A process hardly disappear once the parties have determined the make-up of their deal team. Indeed, the report suggests that without early planning, rapid execution and … Continue reading

Socially responsible investing: considerations for private companies

Certain consumers seeking out companies that have socially responsible products and services or that have a focus on environmental, social and corporate governance (ESG) is nothing new. Recently, however, evidence has emerged suggesting that investors, both retail and institutional, are increasingly taking these social factors into account when making decisions about how to allocate their … Continue reading

Strong outlook for pharma and biotech M&A in 2017

While certain sectors experienced a shaky 2016 with respect to M&A activity, deal activity in the pharmaceutical and biotechnology industries held steady following record levels in 2015 and is expected to perform equally as well in 2017. In Prognosis positive: Pharma and biotech M&A outlook, a recent report by Mergermarket (the Report) on these industries, … Continue reading

The Canada Infrastructure Bank: big plans for big projects

Last month’s federal budget reaffirmed the government’s plans to establish a new Canada Infrastructure Bank (the Infrastructure Bank) and vest it with the responsibility of spending at least $35 billion in infrastructure over 11 years. The Infrastructure Bank is intended to pool public funds with private investments for infrastructure projects. Along the way, the Infrastructure … Continue reading

M&A update: Canadian federal budget 2017 tax measures

Yesterday, Budget 2017 was tabled by the Liberal government. While Budget 2016 contained many significant tax changes, Budget 2017 does not. Despite having indicated in its 2015 election platform and in Budget 2016 that the Liberal government intended to eliminate a number of perceived tax advantages it considered were benefitting wealthy Canadians and not the … Continue reading

New cybersecurity requirements for DFS-regulated entities

New cybersecurity requirements for Department of Financial Services (DFS)-regulated entities took effect on March 1, 2017. The New York DFS created these requirements in response to recent or potential threats to sensitive electronic information, particularly financial information and private consumer information. EY’s report provides an overview of the new framework with implications for the affected entities. … Continue reading
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