Rowan Weaver

Legal update: common interest privilege in commercial transactions

By Rowan Weaver on March 14, 2018 Posted in M&A, Uncategorized

On March 6, 2018, the Federal Court of Appeal reversed the decision of the Federal Court of Canada in Iggillis Holdings Inc v Canada (National Revenue). As we discussed in a previous post, the trial court decision in Iggillis Holdings had called into question the availability of common interest privilege in commercial transactions. The trial … Continue reading

Federal government creates new Ombudsperson to oversee corporate activity abroad

By Rowan Weaver on February 14, 2018 Posted in M&A

On January 17, 2018, the federal government announced two new initiatives relating to the oversight of Canadian companies doing business abroad. The first initiative is the creation of an independent Canadian Ombudsperson for Responsible Enterprise (CORE). The mandate of the CORE will be to investigate allegations of human rights abuses linked to Canadian corporate activity … Continue reading

Legal update: the Reducing Regulatory Costs for Business Act

By Rowan Weaver on December 12, 2017 Posted in M&A, Uncategorized

On November 14, 2017 the Reducing Regulatory Costs for Business Act, 2017 received royal assent. While the Act is not yet in force, the new statute implements a number of initiatives designed to ensure that interactions with the provincial government are efficient and straightforward and to reduce the regulatory costs of doing business in Ontario. … Continue reading

Investment Canada Act update: new thresholds and national security in the news

By Rowan Weaver and Kevin Ackhurst (Toronto) on July 18, 2017 Posted in Antitrust, competition and regulatory, M&A

Threshold now $1 billion As a result of recent amendments, most direct acquisitions of control of a Canadian company now only require prior approval of the Minister of Innovation, Science and Economic Development under the Investment Canada Act if the enterprise value of the Canadian business exceeds $1 billion. That is expected to reduce the … Continue reading

New forfeiture of corporate property regime in Ontario

By Rowan Weaver on June 13, 2017 Posted in M&A

A new regime effecting the forfeiture of corporate property was recently enacted in Ontario. The new legislation, which came into force on December 10, 2016, includes the Forfeited Corporate Property Act, 2015 (FCPA) and related amendments to the Ontario Business Corporations Act (OBCA). Under Ontario law, when a corporation is dissolved, all of its personal … Continue reading

The InterOil decision: robust and independent fairness opinion required

By Rowan Weaver on March 14, 2017 Posted in Governance and directors' liability, M&A

A recent decision of the Yukon Court of Appeal, InterOil Corporation v Mulacek, has potentially significant consequences for corporate governance practices in the context of plans of arrangement. Fairness opinions in plans of arrangement When a corporation proposes a plan of arrangement to its shareholders, it is generally considered a best practice of corporate governance … Continue reading

Can a cause of action be assigned in a corporate transaction?

By Rowan Weaver on December 13, 2016 Posted in Litigation, M&A

What happens when a key asset of a target corporation is a cause of action? Can it be assigned to the purchaser in an asset purchase or to a “Newco” in a corporate restructuring? It is a longstanding common law principle that a bare right of action in tort is not assignable. This is because … Continue reading

Solicitor-client privilege in mergers and acquisitions

By Rowan Weaver on September 8, 2015 Posted in Corporate finance

What happens to the parties’ rights to assert solicitor-client privilege in the context of mergers and acquisitions? The US Supreme Court has held that “when control of a corporation passes to new management, the authority to assert and waive the corporation’s attorney-client privilege passes as well. New managers installed as a result of a takeover, … Continue reading

Changes of note to the Yukon Business Corporations Act

By Rowan Weaver on June 2, 2015 Posted in Corporate finance, Governance and directors' liability

On May 1, 2015, a significant number of changes to the Yukon’s Business Corporations Act and Business Corporations Regulation were proclaimed in force. This was the culmination of an almost seven-year process undertaken to modernize the Yukon’s corporations and securities legislation. While many of these changes simply bring the Yukon’s corporations and securities legislation in … Continue reading

Successor liability in asset acquisitions

By Rowan Weaver on March 26, 2015 Posted in Corporate finance

It is a well-established principle in Canada that where two corporations amalgamate, the new, continuing corporation assumes all of the liabilities and obligations of each of the constituent corporations. In order to avoid this consequence, businesses seeking to make acquisitions may decide to structure their transactions in a way that allows them to choose which … Continue reading