Denise Gan (Toronto)

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Bill C-97 amendments to the CBCA: broadening the scope of management considerations

By Denise Gan (Toronto) on June 4, 2019 Posted in Governance and directors' liability

The 2019 budget implementation bill (Bill C-97) contains significant amendments to the Canadian Business Corporations Act (CBCA), which should be noted by organizations wishing to acquire Canadian targets. On April 30, 2019, Bill C-97 passed its second reading and was referred to Committee in the House of Commons. The amendments to the CBCA create the … Continue reading

Evaluating the representation of women in the M&A industry

By Denise Gan (Toronto) on September 27, 2018 Posted in M&A

Is M&A still a male dominated industry? Back in its 2011 article, Reuters referred to M&A as a “man’s game”. They found that only 15% of executives and senior level managers in US investment banking and securities dealing industries were women. A 2011 survey found that 83% of female finance executives perceived the glass-ceiling to … Continue reading

Buyer beware: sell-side termination fees are on the rise

By Denise Gan (Toronto) on May 31, 2018 Posted in M&A

M&A transactions typically involve costly and time-intensive processes, and for this reason parties often seek to limit completion risk by negotiating a termination fee. Indeed, the recent 2018 SRS Acquiom Deal Terms Study reveals that the use of termination fees in private M&A transactions doubled in 2017. From 2012 to 2016, the use of termination … Continue reading

Additional interest: M&A activity following the Bank of Canada’s interest rate increase

By Denise Gan (Toronto) on September 7, 2017 Posted in M&A

For a second time this year, the Bank of Canada (the Bank) has raised interest rates. As of September 6, 2017, the overnight lending rate is 1 per cent, up from 0.75 per cent. Two increases in a single quarter certainly bucks the trend that the Bank had been setting since 2010. Before July 12, … Continue reading

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

By Denise Gan (Toronto) on July 27, 2017 Posted in M&A, Real estate

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

The Canada Infrastructure Bank: big plans for big projects

By Denise Gan (Toronto) on April 4, 2017 Posted in Infrastructure, mining and commodities, M&A

Last month’s federal budget reaffirmed the government’s plans to establish a new Canada Infrastructure Bank (the Infrastructure Bank) and vest it with the responsibility of spending at least $35 billion in infrastructure over 11 years. The Infrastructure Bank is intended to pool public funds with private investments for infrastructure projects. Along the way, the Infrastructure … Continue reading

M&A transactions between fintech companies and traditional banks

By Denise Gan (Toronto) on November 23, 2016 Posted in Finance, M&A, Technology and innovation

Financial technology (fintech) companies like Square, Wealthsimple and Mint are already having disruptive effects in their respective industries, changing the way Canadians pay for goods and services, invest their savings, and manage their finances. A recent survey shows that Canadians are becoming less dependent on traditional banks given the variety of options to self-manage their … Continue reading

A rundown of “run-off insurance”

By Denise Gan (Toronto) on September 13, 2016 Posted in M&A

Run-off insurance is a particular aspect of director and officer liability (D&O) insurance that can protect directors and officers of a target company following an M&A transaction. In many cases, a target company’s directors and officers will resign from their roles following an acquisition. Run-off insurance (also known as closeout insurance or run-off cover) protects … Continue reading

Transitioning to the PPSA’s new rules

By Denise Gan (Toronto) on March 31, 2016 Posted in Corporate finance

In a previous blog post, we discussed the amendments to the rules under the Ontario Personal Property Security Act (the PPSA) which determine the location of the debtor for certain types of collateral and the jurisdiction for registration. In this post we explore the transitional rules which will apply to security agreements made before December … Continue reading

Where to register under the PPSA’s new debtor location rules

By Denise Gan (Toronto) on March 1, 2016 Posted in Corporate finance

Changes to Ontario’s Personal Property Security Act (the PPSA) may have an effect on M&A transactions that involve certain security interests. This two-part post will explore how the PPSA’s changes affect security agreements entered into both before and after December 31, 2015. Background On December 31, 2015 new rules came into force (the New Rules) … Continue reading

Cyber security: what the hack?

By Denise Gan (Toronto) on November 19, 2015 Posted in Corporate finance

In a previous blog post, we discussed how to manage cyber security risks during the negotiation and due diligence stages of an M&A transaction. In this post we discuss cyber security insurance as a tool for managing this unwelcome risk. The cyber security risk Although businesses have been ramping up their information security systems, the … Continue reading