Board diversity has been at the forefront of the Canadian governance landscape for a number of years, and has recently been the subject of increased stakeholder focus. While gender and racial parity are ends in themselves, recent research shows that
Navigating through Uncertainty: The U.S. Election’s Effect on Canadian Markets
After a highly contested election that was observed all over the world, Joe Biden – the Democratic Party nominee – was elected as the 46th President of the United States . Leading up to the election, North American markets
Goodwill Hunting: The Value, Protections and Role of Intangible Assets in M&A Transactions
We have previously discussed goodwill as a distinct asset in purchase agreements. In this post, we explore the growing value of goodwill and other intangible assets in mergers and acquisitions (M&A) and the legal issues parties should consider
Digital Taxation – Novel Considerations in M&A Transactions
Digital taxes have become a subject of significant debate in recent years. Following allegations that tech giants have paid very little tax anywhere in the world, some countries have moved to impose new taxes on profits derived from digital services
Proposed Amendments to Ontario’s Business Corporations Act: Relaxed Corporate Governance Requirements May Make Ontario an Attractive Jurisdiction
On October 6, 2020, the Government of Ontario introduced Bill 213, Better for People, Smarter for Business Act, 2020 (“Bill 213”) to support the province’s economic recovery and reduce barriers to doing business in Ontario. If it
Post-Closing Adjustments
Previously, we wrote about the use of earn-outs as a means by which buyers mitigate the risk of a target’s post-closing under-performance by holding back part of the purchase price and paying it out as the target meets certain financial
The Dynamic Duo: Cyber-security and Due Diligence during the COVID-19 Pandemic
The widespread impact of the COVID-19 pandemic (“pandemic”) continues to highlight the several ways in which M&A transactions have had to adapt to changing times, particularly by ramping up cyber-security measures in a digital world. Prior to the
Shareholder Loans: The Interplay of 80.4, 15(2) and 20(1)(j) of the Income Tax Act
Subject to certain exceptions, where a shareholder (other than a corporation resident in Canada) of a corporation is indebted to the corporation (a “Shareholder Loan”), the shareholder is deemed by subsection 80.4(2) to receive an interest benefit to
What’s the Alternative?: The Rise of Alternative M&A Deals in a Post-COVID World
Mergers and acquisitions activity was already off to a slow start when 2020 began, but the COVID-19 pandemic (the “Pandemic”) initially resulted in a further decline in the volume of M&A activity. This was due in part to
The Smart Choice: A Predictive View in Revamping M&A Contracts
The current pandemic presents a unique opportunity to revitalize traditional M&A process and provisions. While we have previously addressed how traditional M&A provisions are impacted by the pandemic, this blog post will explore the key opportunity industries and corporations alike