Tag archives: M&A

Threading the Needle: Drag-Along Clauses and Asset Deals

By Kristopher Miks (Toronto) on July 14, 2020 Posted in Corporate finance, M&A

While continued economic uncertainty has dampened M&A activity in the past months, the transition from crisis management to recovery mode in the short to medium term will likely see many companies explore potential divestitures in an effort to dispose of underperforming assets, to increase cash on hand and business resiliency and to mitigate risk. When … Continue reading

Providing or Procuring Ed-Tech Products? Educate Yourself about Privacy Matters

By Shreya Gupta (Toronto) on June 30, 2020 Posted in M&A, Technology and innovation

A new wave of advancement in the education industry has emerged. Schools, universities and colleges are relying more on technology now than they ever have before – and this reliance on technology will only increase in the coming years. Educational institutions are using technological solutions to assist in teaching, engaging in discussions with their students … Continue reading

Diamond In The Rough: Mining as a potential bright spot in M&A

By nrfdigitalteam on June 23, 2020 Posted in Infrastructure, mining and commodities, M&A

The mining sector has been one of the few bright spots in Canadian M&A since the COVID-19 pandemic drastically changed the landscape for transactions, with several large deals announced and continuing despite the pandemic. As with other business sectors, mining has been significantly impacted by regulations and the economic slowdown caused by the pandemic. However … Continue reading

Measuring The Impact Of COVID-19 On Canadian M&A

By Nader Hasan (Toronto) on June 3, 2020 Posted in M&A

The future of M&A beyond the COVID-19 pandemic remains fiercely debated and quite unclear. We’ve already seen transactions and their underlying agreements change in a number of ways, including more scrutinized structures, and more detailed negotiations regarding contractual carve-outs, such as material adverse change and force majeure clauses. As previously noted, this will undoubtedly lead … Continue reading

Timely, or too soon? Competition Bureau releases guidance on “failing firm” claims in merger reviews

By Erika Woolgar and nrfdigitalteam on May 14, 2020 Posted in Antitrust, competition and regulatory, M&A

On April 29, in a rare decision based on the “failing firm” rationale, the Competition Bureau announced it would not challenge the acquisition of Total Metal Recovery (TMR) Inc. by American Iron & Metal Company Inc. (AIM), because TMR would have likely exited the market without the merger. The Bureau released a detailed position statement … Continue reading

Canadian Government Announces New Policy Applying “Enhanced Scrutiny” to Certain Foreign Investments During COVID-19

By nrfdigitalteam on May 7, 2020 Posted in Antitrust, competition and regulatory, M&A

Market Contraction The financial markets and global economy have experienced a precipitous decline and substantial volatility due to the economic impact of the ongoing COVID-19 pandemic. This has had a significant and immediate impact on the level of M&A activity, both in Canada and globally, as companies are shelving deals or simply walking away entirely. … Continue reading

Earnouts: Sharing Risk and Reward in Uncertain Times

By Eric Vice on May 6, 2020 Posted in Corporate finance, M&A

The turbulent economic environment resulting from the COVID-19 pandemic has affected the M&A world in numerous ways. Among them is the increased focus on earnout provisions, both those in place from legacy deals and those being considered for inclusion in an upcoming transaction. This post provides an overview of the earnout mechanism and describes the … Continue reading

Private Equity Exits During COVID-19: What the 2008 Crisis Can Teach Us

By Abigail Court (Toronto) on April 30, 2020 Posted in Corporate finance, M&A

In a previous post, we discussed the impact of COVID-19 on private equity transactions and how companies can prepare for upcoming economic changes. While opportunities for new investment are on the horizon with private equity funds presently flush with cash, movement on existing investments is likely to slow as sellers wait until markets stabilize before … Continue reading

Looking Beyond COVID-19: How Companies Can Prepare for the Post-Pandemic Economy

By nrfdigitalteam on April 14, 2020 Posted in M&A

As COVID-19 continues to sweep across the world, it is has undoubtedly taken the global financial markets by storm. Despite the unprecedented social and economic disruptions brought by the pandemic, Ernst & Young’s Capital Confidence Barometer Survey (the Survey) of more than 2,900 C-suite executives globally shows that more than half (56%) of them continue … Continue reading

Competition Bureau Issues Additional Guidance on Competitor Collaboration During COVID-19 Pandemic

By Anisha Visvanatha and nrfdigitalteam on April 9, 2020 Posted in Antitrust, competition and regulatory, M&A

Canadian businesses continue to face unprecedented challenges in light of the rapid spread of COVID-19. On March 20, the commissioner of competition provided some guidance for industry on the continuing application of the Competition Act to competitor collaborations, which we summarized in a recent bulletin. In short, the statement indicated that the Competition Bureau’s pre-existing … Continue reading

Private Equity Funds & Co-Investment: A Symbiotic Relationship

By Peter Valente (Toronto) on April 7, 2020 Posted in Finance, M&A

Broadly, a co-investment is an investment in a specific transaction made by limited partners (LPs) of a main private equity (PE) fund alongside, but not through, such main PE fund. This is often accomplished through a separately structured co-investment vehicle which is governed by a separate set of agreements. Co-investments are attractive to PE funds … Continue reading

2020 merger review thresholds for Competition Act and Investment Canada Act

By nrfdigitalteam on April 2, 2020 Posted in Antitrust, competition and regulatory, M&A

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 now both been released for 2020. The Commissioner of Competition announced on April 1 that the threshold would remain the same as in 2019. Competition Act Canada uses a two-part test for … Continue reading

Evaluating the Legal Risks of Data Assets in M&A

By nrfdigitalteam on March 31, 2020 Posted in M&A, Privacy and data protection, Technology and innovation, Uncategorized

Data is an essential asset for many businesses, and one that is increasingly acquired through M&A transactions. Identifying and assessing the particular legal challenges of data assets is crucial for acquirers to mitigate the risks associated with these assets and unlock their full value. While issues will depend on the particulars of each transaction, the … Continue reading

M&A Activity: 2020 Outlook

By nrfdigitalteam on March 17, 2020 Posted in M&A

J.P. Morgan’s “2020 Global M&A Outlook” (the Report) reviews what we can expect with regards to M&A activity this year. Some of the key takeaways from the Report include: Anticipated Trends in International M&A: We can expect to see an increase in the global M&A market due to greater geopolitical certainty and financially competitive opportunities … Continue reading

Acqui-hiring: What we know and what we need to know from a Canadian perspective

By nrfdigitalteam on March 10, 2020 Posted in Employment and labour, M&A, Technology and innovation

“Acqui-hire” transactions, which are particularly prevalent in the context of start-up technology-related M&A transactions in the U.S., focus on acquiring a company primarily to obtain its employees and their skills, in addition to other possible assets (see our earlier post on acqui-hires). In these type of transactions, it is thought that the greatest perceived value … Continue reading

Examining data analytics in M&A

By nrfdigitalteam on March 6, 2020 Posted in M&A, Technology and innovation

The M&A world continues to evolve as transactions are becoming more diverse and complex. Timelines are getting shorter and acquirors have less time to assess their targets but more pressure to justify their acquisitions. Acquirors must simplify the process of acquiring a target, while simultaneously improving the accuracy of their predictions about the acquisition’s profitability. … Continue reading

How to ensure that emails of former employees do not fall through the cracks when purchasing a business

By Mark Bissegger (Toronto) on February 21, 2020 Posted in M&A, Privacy and data protection

The importance of email in the workplace presents a variety of legal challenges when purchasing a business. Among those are concerns relating to emails and the email addresses of the seller’s employees who are no longer employed by the purchaser after closing. First, there are confidentiality concerns in connection with former employees receiving information they … Continue reading

Let’s see the money! Debt finance options in M&A

By Eric Vice on February 14, 2020 Posted in Finance, Financial institutions, M&A

In many cases purchasers in an M&A deal will obtain debt financing to cover a portion of the purchase price. Fortunately, in Canada the options for acquisition financing are plentiful. Common ‘types’ include: Senior Debt: the Bank Loan Banks and other senior lenders can design a range of tailored solutions to purchasers’ funding needs. Broadly … Continue reading

NAFTA 2.1: Bringing certainty to an uncertain time

By Olga Lenova (Toronto) on December 18, 2019 Posted in M&A

If there is anything that Canadian dealmakers are all too familiar with in 2019, it’s the concept of uncertainty. Raging trade wars, geopolitical tensions, elections, and a forecasted economic downturn are all pervasive in everyday conversation. Despite this, deal flow has remained robust throughout the first three quarters of 2019, as summarized in a recent … Continue reading

Dealing with pending or threatened litigation in M&A

By nrfdigitalteam on December 11, 2019 Posted in Litigation, M&A

A significant consideration when considering an M&A target can be the impact that pending or threatened litigation has on the proposed transaction. While some organizations may balk at the idea of acquiring a target that is (or is likely to be) the subject of a lawsuit, such companies are often available at significant discounts to … Continue reading

Parties to M&A must be diligent about climate change

By nrfdigitalteam on November 22, 2019 Posted in Energy, Environment, M&A

Climate change has become a high profile issue that is expected to have significant implications for M&A transactions going forward. As public awareness and scientific understanding of climate change continues to evolve, we are more informed about the climate change-related risks that businesses must grapple with and get ahead of. As a result, businesses need … Continue reading

Canadian M&A Q3 2019 Review: Canadian M&A activity remains strong despite a slight decline in transaction volume

By nrfdigitalteam on October 31, 2019 Posted in M&A

Crosbie & Company’s “Crosbie & Company Canadian Mergers & Acquisitions Report for Q3 2019” (the Report) reviews the minor slowdown in Canadian M&A activity in Q3 2019 following a record-breaking second quarter. While deal activity declined slightly in Q3 (776 announced transactions compared to 886 in Q2), the Canadian M&A market remained robust, posting its … Continue reading

CANADA’S COMPETITION BUREAU IS KEEPING AN EYE ON SMALL M&A DEALS

By nrfdigitalteam on October 18, 2019 Posted in Antitrust, competition and regulatory, M&A

The Competition Bureau (the “Bureau”) is required to review certain merger transactions that exceed various financial thresholds, based on the size of the business being acquired and the combined size of the buyer, the target business, and their affiliates. The notification thresholds under the Competition Act (the “Act”) are discussed in more detail here. The … Continue reading