Tag archives: M&A

Wait and CETA

We have previously reported on the progress of the Canada-European Union Comprehensive Economic and Trade Agreement (CETA) on this blog (see here and here). While the implications and impact of CETA on both business and M&A activity in Canada remain uncertain, after protracted negotiations and a near decade-long process, CETA  is slated to come into … Continue reading

“Shop-in-shop” retail: perfecting your security interest

In today’s business world, we continue to see creative interconnection among businesses. These arrangements are often motivated by a desire for companies to attain certain benefits of M&A transactions (such as synergies) without incurring certain costs (such as loss of autonomy and heightened transactional expenses). In the retail sector, a “shop-in-shop” business arrangement has become … Continue reading

Protecting trade secrets in M&A

Trade secrets and confidential information are a cornerstone to most successful intellectual property strategies.  Trade secrets provide important competitive advantages that augment the profitability and value of a business.  The importance and value of trade secrets have been recently confirmed by substantial damage awards, broad enforcement and the introduction of specific legislative protection in the … Continue reading

From renegotiation to reticence: how changing NAFTA may slow the PE market

Renegotiating or withdrawing altogether from the North American Free Trade Agreement (NAFTA) has been a focal point of both President Trump’s presidential campaign and his administration. This threat of renegotiation or withdrawal has also been the source of immense speculation from lawyers, economists, politicians and the like regarding the expected implications for the economy, key … Continue reading

Your data room matters

I have yet to meet a client that enjoys populating a data room with its documents. Record-keeping is not fun at the best of times, and exposing all of one’s records for someone else to dissect and question can be an unpleasant exercise. So, it’s never particularly surprising when data rooms are populated with piles of information … Continue reading

Private equity investments in healthcare: a look into the future

Last year was a record-breaking year for private equity investments in the healthcare industry, with a total disclosed deal value reaching $36.4 billion by the end of 2016. Mid-year reviews of 2017 indicate a downward trend in the number of private equity investments but a significant increase in the value of investments compared to 2016. … Continue reading

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

An update on the use of reverse breakup fees in M&A deals

The 2007-2008 financial crisis saw reverse breakup fees emerge as part of a new structure of private equity in the United States. The use of reverse breakup fees quickly spread thereafter, and by 2010-2011, approximately one-third of M&A deals in Canada included reverse breakup fees. These fees serve to discourage bidders from walking away from … Continue reading

Smart contracts: how computer programs and blockchain could affect M&A

Smart contracts, which replace traditional paper documents with a computer program that automatically verifies and executes an agreement, are poised to fundamentally alter the way M&A and contract-based legal work is performed. Think of a smart contract as a small army of robot lawyers and accountants: once the parties agree to terms, these robots automatically … Continue reading

Drafting a non-binding letter of intent

In August 2004, Graham Allen mentioned to his friend and neighbour, Kim Wallace, that he was interested in selling his business. Wallace in turn expressed interest in purchasing the business. The two of them discussed and negotiated for weeks and, finally, after Allen refused to sign two earlier versions that “left too much up in … Continue reading

Power & renewables M&A deals 2017: gaining momentum

PwC’s survey on global power and renewables (P&R) M&A trends for 2017 predicts an investment thrust for the progressive sector. In 2016, the P&R sector’s total global deal value was the highest that it had been in the current decade, fueled, in particular, by mega deals for North American network infrastructure targets. Both corporate and … Continue reading

M&A in the fashion retail sector

Over the last two years, many household names in the fashion retail industry have disappeared from the Canadian market. In the wake of the ecommerce boom, many stores have raised the white flag and closed their doors. Although ecommerce is a major factor that has made it more challenging for brick and mortar stores to … Continue reading

The perfect union: maximizing post-integration value

As we have discussed in previous posts, the post-closing phase of an M&A deal can be a difficult one, with 30% of integration deals not achieving their revenue goals. Competing organizational structures, technology, and cultures between the integrating companies often decrease revenue and productivity. Our experience suggests that the following are helpful tips to facilitate … Continue reading

Specificity is key: six archetypes of successful acquisitions

Canadian M&A activity has continued to rise in 2017, but with the successes come many more stories of failure. Studies indicated that 70% – 90% of acquisitions ultimately fail. How does a company beat these odds? A recent article by McKinsey & Company suggests that companies who enter into acquisitions with a specific value proposition … Continue reading

Artificial intelligence: real results

Earlier this year, we discussed the increasing use of technology in the M&A deal process. To recap, a recent Mergermarket study revealed that the use of technology and big data were likely factors in the increasing frequency of unsolicited bids and corresponding decrease in frequency of broad auctions. Building on our earlier discussion, we now … Continue reading

Seller beware: sandbagging in Canadian private M&A

What is sandbagging? The practice of sandbagging—whereby a purchaser discovers a breach of a representation or warranty on part of the seller during negotiations but nonetheless closes the deal only to then seek indemnification for the breach—continues to plague practitioners in Canadian private M&A. In what is frequently one of the most contentious issues in … Continue reading

Blockchain technology: an imminent driver of investment and M&A

Blockchain technology has been making headlines since it emerged in 2009 in connection with the cryptocurrency Bitcoin. We’ve covered the potential use of Bitcoin in M&A transactions in previous articles in 2016 and 2014. As discussed in these articles, the volatility and lack of central authority has so far meant that the cryptocurrency plays a … Continue reading

Key findings: SRS Acquiom 2017 deal terms study

SRS Acquiom recently published its 2017 Deal Terms Study. The report draws on data from 795 private-target transactions that closed between 2013 and 2016 using SRS Acquiom’s services. The results of this study offer a unique and valuable perspective of private M&A transactions that might not otherwise be reported. Some of the key findings are … Continue reading

SPAC in Canada: too small a market for too small a timeframe?

A special purpose acquisition company, (SPAC), is a publicly traded shell company created with a purpose of purchasing a future target. The Canadian SPAC is modelled largely off of the US model. One of the many important characteristics that is shared between both jurisdictions is the defined timeline to make an acquisition. In a SPAC, … Continue reading

Mergermarket report highlights global real estate M&A trends and forecasts

In its June 2017 edition of Venue Market Spotlight (the Report), Mergermarket explored current and projected developments in the real estate M&A sector by surveying 25 global dealmakers. Overall market activity Of the respondents surveyed about market activity in the next 12 months, 44% predict that real estate M&A activity is on the decline, 24% … Continue reading
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