Tag archives: ABA

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

2016: the year of sandbagging

One of the highlights from the American Bar Association’s (ABA) 2016 Canadian Private Target M&A Deal Points Study in which our firm was a key participant (the 2016 Study), was the increased inclusion of sandbagging provisions in deals. The 2016 Study saw the inclusion of sandbagging provisions in 46% of deals (up from 29% in … Continue reading

ABA 2015 Canadian Public Target M&A Deal Points Study – Key Takeaways (Part 2)

As discussed in our post last week, the American Bar Association (ABA) recently came out with its 2015 Canadian Public Target M&A Deal Points Study (the Study), tracking variations in the common terms and conditions found across acquisition agreements regarding companies listed on Canadian exchanges. The Study draws upon 88 acquisition agreements for the acquisition … Continue reading

ABA 2015 Canadian Public Target M&A Deal Points Study – Key Takeaways (Part 1)

On January 14, 2016, the American Bar Association (ABA) published its 2015 Canadian Public Target M&A Deal Points Study. The study draws from 88 deals announced in 2013 and 2014 that targeted companies listed on Canadian exchanges. Since 2006, this publication and its companion piece on private target M&A have been released annually by the … Continue reading

Limiting vendor liability in private M&A transactions

In a perfect world, all issues as between a purchaser and a vendor of a business (whether assets or shares) are settled at the time of closing. Unfortunately, this is not how the real world operates, notwithstanding the level of due diligence conducted by a purchaser and its professional advisors. To protect against go-forward liability, … Continue reading

ABA publishes 2014 Canadian Private Target M&A Deal Points Study: key findings (Part II)

Last week, we posted an article summarizing the key findings in the American Bar Association’s (ABA) recently published 2014 Canadian Private Target M&A Deal Points Study regarding financial provisions and pervasive qualifiers. As previously noted, the study analyzed 60 acquisition agreements of private targets by public companies, covering transactions that were signed in 2012 and … Continue reading

ABA publishes 2014 Canadian Private Target M&A Deal Points Study: key findings (Part I)

The American Bar Association (ABA) recently published its 2014 Canadian Private Target M&A Deal Points Study. The study was a project of the Market Trends Subcommittee of the Mergers and Acquisitions Committee of the ABA and represents the third such study published by the ABA (previous studies were published in 2012 and 2010). In total, … Continue reading

Trend report on indemnification provisions: what will matter to buyers and sellers in 2014

Indemnification provisions are an essential component of any M&A transaction and, for obvious reasons, buyers and sellers have opposite agendas in drafting the scope and substance of their inclusion in a transaction agreement. Buyers are motivated to protect themselves from post-closing monetary damage, and the type and extent to which they can indemnify themselves is … Continue reading
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