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

Photo of Erika WoolgarBy Erika Woolgar and nrfdigitalteam on 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 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

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

By nrfdigitalteam on 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

Photo of Anisha VisvanathaBy Anisha Visvanatha and nrfdigitalteam on 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

2020 merger review thresholds for Competition Act and Investment Canada Act

By nrfdigitalteam on 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 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 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 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 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

Dealing with pending or threatened litigation in M&A

By nrfdigitalteam on 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 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 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 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

Chamber of Digital Commerce Releasing the First Ever Comprehensive Report on Canada’s Blockchain Ecosystem

By nrfdigitalteam on Posted in Technology and innovation
Over the last decade in which the digital economy has grown at an unprecedented pace across industry sectors, blockchain technology and distributed ledger technology have shown the ability to reform the ways in which businesses and governments operate. To better understand Canada’s blockchain ecosystem, on October 4, 2019, the Chamber of Digital Commerce Canada released … Continue reading

Emerging Trends in Information Technology (IT) Mergers and Acquisitions

By nrfdigitalteam on Posted in M&A, Technology and innovation
Canada’s burgeoning information technology (IT) sector is a standout in the Canadian mergers and acquisitions landscape. A recent report by Duff & Phelps illustrates that in the first half of 2019, IT was the third most active deal-making sector in Canada with over 104 closed transactions. Against this backdrop, three trends emerge: ‘Buying into’ privacy … Continue reading

New guidance on material climate change disclosure for reporting issuers

By nrfdigitalteam on Posted in Corporate finance
On August 1, 2019, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-358 in efforts to clarify the scope of disclosure for reporting issuers, specifically for smaller issuers. Securities law in Canada requires reporting issuers to disclose material risks affecting their business and, where applicable, the financial impacts of such risks. While this notice … Continue reading

Leave a mark: the growth trajectory of “impact investing” in Canada

By nrfdigitalteam on Posted in Corporate finance, Finance
Impact investing represents a continuation of Canada’s ongoing commitment to social finance, an “approach to mobilizing private capital that delivers a social dividend and an economic return to achieve social and environmental goals”, as defined by the Government of Canada. The rapid growth of impact investing is driven largely by investor demand for addressing the … Continue reading

Full disclosure: financial assistance and related corporations

Photo of Justin BurtBy Justin Burt and nrfdigitalteam on Posted in Finance, Governance and directors' liability
Many transactions involve financial assistance by means of a loan, guarantee or otherwise between related corporations. Often, an important consideration in these circumstances is: does such financial assistance trigger any disclosure obligations? Generally, a corporation may give financial assistance to any person (including an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative) … Continue reading

Global payments industry: frantic M&A activity not slowing down

Photo of Peter Valente (Toronto)By Peter Valente (Toronto) and nrfdigitalteam on Posted in Finance, M&A
A payments industry that was stagnant and stale for decades has recently entered a transformational and disruptive period of innovation, with seemingly boundless growth ahead. Payments players have engaged in record-setting levels of global mergers and acquisitions (M&A) activity over the course of the past few years, but 2019 is poised to be yet another … Continue reading

Understanding landlord consents in share and asset purchase transactions

By nrfdigitalteam on Posted in M&A, Real estate
Transactions, whether share or asset purchase, may involve the transfer of real property interests. Some important considerations when drafting agreements for these transactions are: Are there any leases that are a part of the transferred assets? If so, is landlord consent required for assignment or change of control under these leases? Are the leases material, … Continue reading

Non-resident employees: withhold on worldwide income?

By nrfdigitalteam on Posted in Employment and labour, Tax
ITA regulation 102 requires employers to withhold tax on remuneration paid to non-resident employees who are employed in Canada. This requirement can be avoided by seeking a treaty-based waiver (regulation 102 waiver) or certification as a qualifying non-resident employer. However, often there is not sufficient time to do this before the employment is to begin, or there … Continue reading

Continued robust VC investment and PE mega-deals take the spotlight in a review of the 2018 VC & PE Canadian market

By nrfdigitalteam on Posted in Corporate finance, M&A
A recent report released by the Canadian Venture Capital Private Equity Association (CVCA) entitled “VC & PE Canadian Market Overview 2018” (the Report) reviews the current strength of Canadian venture capital (VC) investment and very recent mega-deal trend in Canadian private equity (PE). Highlights of the Report Total VC investment remains remarkably high: a total of … Continue reading

eSports: a new MVP for real estate?

By nrfdigitalteam on Posted in Real estate
As we have previously discussed, the eSports industry has garnered immense popularity and is projected to grow considerably. While this projected growth may present new targets for acquisitions, partnerships, sponsorships and the like, it may also create new real estate opportunities – specifically, in the form of eSports stadiums and arenas. Although likened to traditional … Continue reading

“Crazy Rich Asia” – record growth in the Asia-Pacific region

By nrfdigitalteam on Posted in M&A
The Asia-Pacific region experienced a strong year for mergers and acquisitions (“M&A”) in 2018 and the level of M&A activity in this region is expected to continue in 2019. It was anticipated that 2018 would be a busy year with regards to M&A for Asia-Pacific companies and these predictions proved to be true. In the … Continue reading
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