Tag archives: due diligence

In the new world of protectionism, where will M&A stand in Canada?

Canada’s stance on protectionism Repeated headlines in the past year related to President Trump and his “America First” strategy and the struggles faced by British Prime Minister Theresa May as she leads Britain post-Brexit have convinced many that protectionism now pervades the new world order. Not only are restrictions on physical borders imposed, the flow … Continue reading

Due diligence defence for distribution of securities in breach of securities law

In furtherance of a proposed merger or acquisition, it is common place for an issuer to complete a concurrent private placement in order to, among other things, fund its working capital and current operations, complete the transaction or satisfy regulatory or administrative requirements post-transaction i.e., exchange listing requirements upon completion of a reverse-take over. Notwithstanding … Continue reading

Customers and sales: the truth in the numbers

Mergers and acquisitions typically involves a considerable amount of legal, financial tax and relevant industry due diligence by a purchaser. Consider a transaction where a buyer purchases a private company that sells products or services. The buyer would want to know what it is buying and what obligations it is assuming, but also data regarding … Continue reading

The importance of cybersecurity in the M&A due diligence process

Given the increasing frequency of cybercrime and online security breaches, cybersecurity has moved to the forefront of importance when evaluating M&A prospects. Acquirors want to ensure that they are receiving the full value of what they are purchasing and protect themselves against any possible data breaches that can result in reputational, legal, or financial harm. … 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

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

Thinking of your target’s acquisition: is your cybersecurity risk assessment sufficient?

In 2015, we have seen several important cybersecurity breaches in the industry. Some of them have been extensively mediatized while others remained less known by the general public. Recently, the online dating website Ashley Madison was hacked and the identity of millions of users revealed all around the world. Even more recently, we learned that … Continue reading

Deal maker or deal breaker? Information security during M&A

The Ontario Securities Commission (OSC) recently published its Statement of Priorities for the Financial Year to End March 31, 2017 (the Statement). The Statement unveils a new area which the OSC intends to focus its key resources and actions on – cyber resilience. For many, this does not come as a surprise, particularly given the high-profile … Continue reading

The auction process in M&A

In the context of M&A transactions, an auction is a process by which multiple buyers simultaneously bid to acquire a target. The term “controlled auction” refers to an auction where there is a carefully sequenced and monitored process involving a selected group of buyers. The main goal of a controlled auction is to realize the … Continue reading

Assessing corruption risks in M&A transactions

In a previous post, we discussed the importance of considering anti-corruption and bribery risks when engaging in international transactions. In connection with the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, Canada, the US and the UK, as well as an increasing number of legislatures around the world have implemented … Continue reading

Due diligence mistakes make for expensive deals (Part 1)

Diligence is required to provide the buyer with a validation of purchase price and a clear indication of deal risks – a balancing act between cost and perceived risk. Diligence should be tailored to the deal and vary depending on what is being purchased and the complexity of the transaction. Buyers conduct financial and legal … Continue reading

M&A and online corporate matchmaking

As previously discussed on this blog, the first half of 2015 has seen significant mergers and acquisitions activity. According to data from PricewaterhouseCoopers, the $875 billion in M&A deal value thus far in 2015 marks a 9% increase over M&A deal value this time last year. For this reason, among others, there is optimism that … Continue reading

Webinar – M&A in 2015: Data protection due diligence

The vast amount of data that is a part of everyday business and its value are far-reaching. In an M&A transaction, the focus is on identifying limitations associated with the data and the buyer’s ability to leverage it after the acquisition. On Thursday, April 30, 2015, Norton Rose Fulbright Partners David Navetta and Boris Segalis gave a web seminar on … Continue reading

A guide to change-in-control arrangements

Conducting thorough due diligence with respect to a target company’s compensation plans, employment agreements, employee benefit plans and employee policies is an integral component in evaluating a potential merger or acquisition. For an acquiror, another significant piece of the overall picture with respect to compensation, however, is the impact of a merger or acquisition on … Continue reading

Due diligence of a sophisticated seller

The due diligence process can be an arduous and expensive undertaking, as previously noted by Sara Josselyn on this blog. While there is no specific approach to due diligence, it is no longer perceived solely as a buyer’s burden. More sellers are conducting what is referred to as “‘sell-side” or “internal due diligence” to attract … Continue reading

Potential pitfalls for sellers in M&A transactions

In private M&A transactions, many complex issues can arise. Keeping track of the various issues that need to be addressed is often onerous, leading to mistakes that may disadvantage a seller during the transaction, or even prevent the deal from closing. We’ve compiled few of those potential pitfalls below. Failing to retain the proper professionals A successful … Continue reading

Privacy breaches and M&A transactions: the importance of due diligence and doing it cautiously

Data and privacy breaches have garnered much media attention as of late and the list of companies that have experienced a breach is mounting. The potential costs to companies resulting from large-scale privacy breaches are immeasurable. In addition to the costs associated with resulting litigation (often in the form of privacy breach class actions), publicized … Continue reading

IT due diligence: don’t let IT be ignored

Due diligence is a fundamental stage in every M&A transaction and lays the foundation on which a deal is built. However, with so much material to review, companies sometimes don’t pay enough attention to information technology (IT). Not only is this risky from a legal perspective, but it can also negatively impact business success. According … Continue reading

M&A success and the role of audit committee

The role of the audit committee over the last several years continues to evolve in conjunction with the risks to business and financial reporting changes.  The traditional role of overseeing financial reporting and internal and external auditing now encompasses a much broader scope.  Today’s audit committees still maintain their central mandates but they also frequently … Continue reading

Know what you’re buying: do your due diligence

Identifying potential targets can be an exciting, yet overwhelming, process for corporate executives and boards of directors. Whether motivated by financial growth, economies of scale, global expansion, or product diversification, a knowledgeable, informed, and wise acquisition requires a committed due diligence effort. According to a report entitled M&A 2015 Outlook (the Report) released by Raconteur, … Continue reading

Webinar – M&A in 2015: Successor Liability Under the FCPA

Join us on Thursday, February 26, 2015 for a webinar on successor liability under the US Foreign Corrupt Practices Act (FCPA). Register now To minimize the risk presented by successor liability, an effective M&A due diligence plan should include an appropriately tailored, risk-based anti-corruption component. An important lesson from a recent US Department of Justice … Continue reading

Branding: no longer an afterthought

Tax savings, legal implications, and financial prosperity are typically at the forefront of corporate decision-making, yet almost 70% of mergers and acquisitions fail to generate long-term value for shareholders. According to a report published by Lippincott, failure to consider branding in the due diligence process or during post-merger integration activities will eventually shortchange shareholders. Throughout … Continue reading
LexBlog