Topic: M&A

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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

Trends in U.S. post-deal litigation

As we reported in 2014, United States post-deal litigation became more of a rule than an exception in the early-to-mid 2010s, with over 95% of M&A transactions attracting litigation. In many cases, a single deal could result in multiple suits distributed across state jurisdictions. The majority of these actions were “disclosure-only”, aimed at prompting the … Continue reading

M&A: the subsection 20(24) election

In a business acquisition transaction, it is not uncommon to find an assumption by the purchaser of the obligations of the vendor to deliver goods or perform services in the future for which the vendor has already received payment. In such a scenario, there are two possible outcomes from a tax perspective, as set out … Continue reading

The InterOil decision: robust and independent fairness opinion required

A recent decision of the Yukon Court of Appeal, InterOil Corporation v Mulacek, has potentially significant consequences for corporate governance practices in the context of plans of arrangement. Fairness opinions in plans of arrangement When a corporation proposes a plan of arrangement to its shareholders, it is generally considered a best practice of corporate governance … Continue reading

How deal team size can help produce post-transaction synergies

Regardless of whether the parties are public or private, the potential synergies that can be gained from an M&A transaction are among the most common reasons cited by acquirers when justifying their proposed transactions to stakeholders. However, without careful planning and execution, these synergies often fail to have the impact on the bottom line that … Continue reading

Distressing prospects for distressed debt?

According to a Debtwire report released this month, the North American distressed debt market will be characterized by continued volatility throughout 2017, with the oil & gas sector presenting the most attractive opportunity for investors. Financial services, industrials and real estate were also identified in the report as being ripe for investment in the coming … Continue reading

2017 merger review thresholds for Competition Act and Investment Canada Act

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2017. Competition Act Canada uses a two part test for determining whether a pre-merger notification is necessary. The two-part test is based on the size … Continue reading

Federal court on common interest privilege: information shared in a transaction no longer protected

During commercial transactions, it is common for parties to a transaction to share documents and information that each party’s respective counsel had prepared in relation to the transaction. These documents or information typically concern matters that, upon sharing with the other parties, would assist in the completion of the transaction, such as the steps, procedure … Continue reading

Canada v. the US: highlights from the 2016 private deal points study

The American Bar Association recently published the 2016 Canadian Private Target M&A Deal Points Study. The study, which was authored by a group of Canadian lawyers, including several from Norton Rose Fulbright Canada LLP, was based on a review of publicly available acquisition agreements for transactions signed in 2014 and 2015. The study provides a … Continue reading

Canadian M&A expected to rise in 2017

Fuelled by low interest rates, strong corporate balance sheets and stable finances, 2016 was a strong year for Canadian M&A. Looking forward, Citi Canada, in association with Mergermarket, surveyed a range of Canadian dealmakers to gauge their expectations for Canadian M&A in 2017. The results of this survey are set out in a recent report … Continue reading

Canada punches above its weight-class in cross-border deals and works on attracting greenfield and other private investment

Over the past few months, the Canadian government has been working to establish a source of financing for several infrastructure projects across the country. These projects include public transit initiatives, green infrastructure, social infrastructure, and smaller tailored projects for our rural and northern communities. What makes this interesting is how Canada is sourcing the money. … Continue reading

Back to the basics: the business value in keeping human interaction

In today’s market, there is significant buzz around phrases such as automation, artificial intelligence, cloud computing, robotics and the like. Many businesses are investing in the fast-paced technology sector and innovating outdated systems for customer engagement. For example, earlier this year, the first U.S.-based robotic café opened its (figurative) doors to patrons in San Francisco, … Continue reading

Technology M&A outlook

KPMG LLP’s survey predicts M&A deal levels in 2017 will be steady from 2016, with the technology industry leading expectations for high activity. This follows from 2016’s profile for tech M&A deals, which had EY’s Global technology M&A report for Q3 2016 highlighting digital technologies as driving tech M&A deals for both tech and non-tech … Continue reading

Asset sale and shareholder approval

In the context of an asset acquisition, both the seller and the buyer need to consider whether the proposed transaction triggers shareholder approval requirements under corporate legislation. Legislative requirements Subsection 189(3) of the Canada Business Corporations Act (the CBCA) states that “a sale, lease or exchange of all or substantially all the property of a … Continue reading
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