Carole Gilbert (Montreal)

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Climate change risk is serious business – are you doing your due diligence?

By Carole Gilbert (Montreal) on August 16, 2018 Posted in Environment, M&A

It’s been a hot summer. Cities around the world have experienced record-breaking temperatures and heat waves are now being recorded all over the world. In Eastern Canada alone, there have been nearly 100 heat warnings. In Oman, the town of Quriyat registered the highest minimum temperature in the world in June this year: 42.6 degrees … Continue reading

M&A considerations for resource issuers: Canada’s Extractive Sector Transparency Measures Act

By Carole Gilbert (Montreal) on November 17, 2016 Posted in Energy, Infrastructure, mining and commodities

Canada’s Extractive Sector Transparency Measures Act (ESTMA, or the Act) came into force on June 1, 2015. The Act imposes disclosure obligations on certain Canadian businesses engaged in the commercial development of oil, gas or minerals with respect to payments made to domestic and foreign governmental bodies. As we previously noted, Canadian businesses subject to … Continue reading

Deal protection measures: force-the-vote provisions

By Carole Gilbert (Montreal) on September 20, 2016 Posted in M&A

Negotiating an acquisition can be an intensive process for both buyers and sellers. For both parties, deal certainty is important when the right transaction is on the table. However for the target, the key is striking the appropriate balance between achieving deal certainty and ensuring that its board of directors maintains the ability properly discharge … Continue reading

Protecting buyers in M&A transactions: trends in the use of indemnification provisions

By Carole Gilbert (Montreal) on June 1, 2016 Posted in Corporate finance

Allocating liability between buyers and sellers for the business and operating risks of a target company in M&A transactions is key to assessing what might be an appropriate purchase price for the transaction. As a result, the indemnification provisions in a purchase agreement are heavily negotiated with buyers seeking to limit their post-closing damages and … Continue reading

Equity crowdfunding has arrived in Ontario

By Carole Gilbert (Montreal) on February 10, 2016 Posted in Corporate finance

Crowdfunding has officially been launched in Ontario as of January 28, 2016, enabling Canadian businesses to raise capital at a low cost by reaching out to a large number of investors over the Internet. The new regime, available in Ontario, Québec, Manitoba, New Brunswick and Nova Scotia, is particularly attractive to start-ups and small and … Continue reading

Management diversity: do women in management lower a firm’s risk profile?

By Carole Gilbert (Montreal) and Troy Ungerman (Toronto) on November 3, 2015 Posted in Corporate finance, Governance and directors' liability

This blog post originally appeared in Norton Rose Fulbright’s Special Situations blog. In an earlier post, we commented on the formal amendments to National Instrument 58-101 – Disclosure of Corporate Governance Practices and Form 58-101F1 – Corporate Governance Disclosure imposing enhanced disclosure requirements with respect to female representation on the boards and in executive officer positions of … Continue reading

Assessing corruption risks in M&A transactions

By Carole Gilbert (Montreal) on October 22, 2015 Posted in Corporate finance, Governance and directors' liability

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