Troy Ungerman (Toronto)

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MAC/MAE Clauses in the Context of COVID-19

By Troy Ungerman (Toronto) on January 6, 2021 Posted in M&A

A recent Ontario decision of Fairstone Financial Holdings Inc. v. Duo Bank of Canada (“Fairstone”) became the first Canadian case to consider material adverse change (“MAC”) or material adverse effect (“MAE”) clauses in the context of COVID-19. In Fairstone, Duo Bank of Canada sought to invoke the MAC/MAE clause to exit the transaction but the … Continue reading

Proposed Amendments to Ontario’s Business Corporations Act: Relaxed Corporate Governance Requirements May Make Ontario an Attractive Jurisdiction

By Troy Ungerman (Toronto) on November 12, 2020 Posted in M&A

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 passes, Bill 213 would bring important changes to the Ontario Business Corporations Act (“OBCA”) that, among other things, … Continue reading

Cybersecurity in M&A Transactions: Friend or Foe?

By Troy Ungerman (Toronto) on November 8, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

The heavy reliance on technology in today’s data-driven world means that cybersecurity threats must be taken seriously. More specifically, with respect to M&A transactions, a target’s cybersecurity mechanisms have become an important part of the due diligence consideration. Indeed, it is important to have a firm grasp on the nature and extent of a target’s … Continue reading

(Un)masking value: how the data masking market can impact M&A activity

By Troy Ungerman (Toronto) on September 17, 2019 Posted in M&A, Privacy and data protection

Recent rumblings about the “data masking” market have put this concept on the radar of many, which warrants a closer look at the relevant trends and the potential of data masking. The information age has made cybersecurity a necessity and the increase of data breaches and malware attacks have led to calls for greater data … Continue reading

Venture capital investment once again shows strong year-over-year growth in H1 2019

By Troy Ungerman (Toronto) on September 12, 2019 Posted in Corporate finance, Technology and innovation

The Canadian Venture Capital & Private Equity Association (the CVCA) recently published its 2019 first half (H1 2019) report on Canadian venture capital (VC) and Canadian private equity (PE) investment. Over the past year, Canadian VC investment has continued its ascent, reaching unprecedented heights and experiencing its strongest first half performance on record. Conversely, Canadian PE … Continue reading

A no-shop provision can be a buyer’s best friend, while exceptions may be the target’s best friend

By Troy Ungerman (Toronto) on September 5, 2019 Posted in Governance and directors' liability, M&A

Deal protections are an important aspect of M&A transactions. Buyers will typically negotiate with the target of the transaction to include all kinds of deal protections mechanisms, including no-shop provisions, matching rights, and break fees payable to the buyer. No-shop provisions in particular restrict the ability of the target board to solicit alternative proposals (including … Continue reading

Both sides of the same coin? Examining the rise of sponsor-to-sponsor deals

By Troy Ungerman (Toronto) on August 29, 2019 Posted in Corporate finance, M&A

As competition and asset multiples increase, private equity (“PE”) firms must find new ways to put their money to work. One way to create new value is through a sponsor-to-sponsor deal. Sponsor-to-sponsor deals involve PE firms on both sides of a transaction – buy side and sell side. Due to their high cost and complexity, … Continue reading

“Weeding out the competition” – an update on M&A activity in the cannabis sector

By Troy Ungerman (Toronto) on August 21, 2019 Posted in Cannabis, M&A

As discussed in previously, the legalization of cannabis in October 2018 sparked a flurry of activity in the Canadian market, as both foreign and domestic investors were eager to enter the space. Notably, in 2018, M&A transactions peaked with over 700 deals completed in the cannabis sector, the total value of which exceeded US$12 billion. … Continue reading

The growth and expansion of streaming services

By Troy Ungerman (Toronto) on August 15, 2019 Posted in M&A, Technology and innovation

The source of our television services is significantly changing from traditional cable and television services to online providers. The actively changing television service landscape is because of the growth of over-the-top (“OTT”) media services. Growing Popularity According to a report by the Canadian Radio-Television and Telecommunications Commission, OTT services are television services that are provided through … Continue reading

Legal update: branches of a corporation are one and the same

By Troy Ungerman (Toronto) on August 1, 2019 Posted in Litigation, Tax

In a recent unanimous decision of the full bench in 1068754 Alberta Ltd v Quebec (Agence du revenue) (1068754 Alberta Ltd.), the Supreme Court of Canada has upheld Quebec tax officials’ authority to demand information from a national bank that operates in multiple provinces including Quebec and Alberta, thereby asserting that different branches of the … Continue reading

Merge with caution: the future of food delivery services

By Troy Ungerman (Toronto) on July 25, 2019 Posted in Technology and innovation

The convenience and efficiency of meal ordering applications (“apps”) has led to a rapid development in food delivery services. However, despite the ever-growing popularity of online takeout, the increase in food-delivery companies and the decrease in restaurants offering food delivery service is slowing the growth of what could be a lucrative market. Consumers of this … Continue reading

Investor uncertainty will continue to impact Canadian M&A momentum

By Troy Ungerman (Toronto) on July 23, 2019 Posted in M&A

Deal count reached a seven-year high in Canada last year, but there has been a loss of momentum in the first half of 2019. On-going trade conflicts and concern over a possible market correction have generated greater economic uncertainty, and the investment outlook for the second half of the year continues to be clouded by … Continue reading

“DARQ” technology and disruptive M&A: gearing up for the “post-digital era”

By Troy Ungerman (Toronto) on July 18, 2019 Posted in M&A, Technology and innovation

As technology has become embedded into most parts of our lives, the majority of companies have completed a digitization process. Maintaining a digital platform has become the new norm, and increasingly sophisticated technologies continue to be developed. Accenture’s Technology Vision 2019 (Vision Report), describes this as the transition to the “post-digital era,” where “digital” is … Continue reading

Avoiding independent contractor liability in M&A

By Troy Ungerman (Toronto) on July 16, 2019 Posted in Employment and labour, M&A

The distinction between employees and independent contractors is significant as it pertains to workers’ legal entitlements. Employees have an exclusive working relationship with an employer, which engages rights and obligations under applicable employment legislation and the common law. By contrast, independent contractor agreements are entered into by legal and contractual equals. As a result, independent … Continue reading

AI as a solution for cybersecurity problems in M&A deals

By Troy Ungerman (Toronto) on July 4, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

Artificial Intelligence (AI) has immense potential as a solution for cybersecurity vulnerabilities in M&A deals. Generally, M&A deals generate value and as such, understanding vulnerabilities on the acquirer and target sides is important for completion of the transaction. With the common usage of networks and servers to store high volumes of data by corporations, vetting for cybersecurity attacks has become a … Continue reading

New share register requirements! Working towards greater corporate transparency

By Troy Ungerman (Toronto) on July 2, 2019 Posted in Governance and directors' liability

In November 2018, the Standing Committee on Finance released a report to address the issue of money laundering and terrorist financing in Canada. The Committee’s first recommendation emanated from the corporate registry regime in the United Kingdom (“UK”). In an attempt to emulate the UK’s system, the Committee recommended that the Canadian government work with … Continue reading

2019 M&A activity off to a strong start in financial services

By Troy Ungerman (Toronto) on June 25, 2019 Posted in Financial institutions, M&A

M&A activity in the financial services sector has opened with a solid start. According to a KPMG quarterly update, the Q1 2019 report is the second highest than any other quarter since 2016 by deal volume. This positive start to the year suggests that the 11 percent increase in transaction volume last year may continue … Continue reading

Uses of blockchain in the M&A process

By Troy Ungerman (Toronto) on June 20, 2019 Posted in Technology and innovation

We have previously explored some potential uses of blockchain in the M&A process. Generally, blockchain refers to a growing list of blocks linked by cryptography. Each block contains a timestamp and a link to the previous block. When a new block is added to the growing list, it is verified by independent parties on the … Continue reading

Spreading like weeds: alternative cannabis products are on the way!

By Troy Ungerman (Toronto) on June 13, 2019 Posted in Antitrust, competition and regulatory, Cannabis, M&A

As we have previously discussed, Canada has positioned itself as a global leader in the cannabis space. That trend is set to continue on October 17, 2019, when it is expected that alternative cannabis products, which include edibles, infused beverages and topicals containing cannabis and cannabis concentrates will be legalized in Canada. The sale of a new and wider … Continue reading

Venture capital investments take off in the first quarter of 2019

By Troy Ungerman (Toronto) on June 6, 2019 Posted in Corporate finance, Finance

The Canadian Venture Capital & Private Equity Association (the CVCA) has recently provided insights into Canadian investment trends for the first quarter of 2019 (Q1 2019). The CVCA has indicated that Private Equity (PE) deals have slowed in Q1 compared to their Venture Capital (VC) counterparts. VC investments have almost doubled since Q1 2018, whereas PE investments have … Continue reading

Ready to rock! 2019 may see increased M&A activity among Canadian mining companies

By Troy Ungerman (Toronto) on May 30, 2019 Posted in Infrastructure, mining and commodities, M&A

2018 was a difficult year for Canadian mining companies. The aggregate valuation of TSX-listed miners declined by 12.7%, while equity capital raised by these companies declined by 36% from the previous year’s total. In this environment, new financings and deals have been scarce, but there is reason to believe that this trend might change in … Continue reading

Health Canada changes cannabis licensing process

By Troy Ungerman (Toronto) on May 16, 2019 Posted in Cannabis, M&A, Pharmaceuticals and life sciences

On May 8, 2019, Health Canada announced that it is introducing changes to its cannabis licensing process, effective immediately. Before the change, an applicant can apply for a cannabis license by submitting paper application to Health Canada without having to build a facility first. Now, a new applicant for licence to cultivate, process or sell … Continue reading

A-I Captain! Know the legal risks of buying an AI company… or go down with the ship

By Troy Ungerman (Toronto) on May 7, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

On February 21, 2019, Blackberry completed its acquisition of Cylance, a privately-held artificial intelligence (AI) and cybersecurity company. Acquisitions of AI companies like Cylance are becoming increasingly common as businesses seek to realize the opportunities in offering much-improved products or services to their customers. Canada, in particular, has become a hotspot for activity in the … Continue reading

ILP, SLFI, HST – tax acronyms every fund should know

By Troy Ungerman (Toronto) on April 30, 2019 Posted in Tax

When we structure private equity funds, whether through a mutual fund trust, limited partnership or certain other entities, considerable time is spent on the income tax issues. We examine the deductibility of the management fees. We consider strategies for delivering the carried interest to employees in a tax-efficient way. We take steps to keep the … Continue reading