Topic: Corporate finance

The deemed dividend dilemma: structuring your cross-border credit support

By Russell Dufault (Toronto) on May 10, 2018 Posted in Corporate finance

We frequently act as Canadian counsel to lenders and borrowers in cross-border transactions where credit support is provided to a US parent company by one or more of its Canadian subsidiaries. In structuring the deal, a considerable amount of time can be spent determining the extent to which the collateral of the Canadian subsidiaries should … Continue reading

Due diligence defence for distribution of securities in breach of securities law

By Nader Hasan (Toronto) on July 26, 2017 Posted in Corporate finance, M&A

In furtherance of a proposed merger or acquisition, it is common place for an issuer to complete a concurrent private placement in order to, among other things, fund its working capital and current operations, complete the transaction or satisfy regulatory or administrative requirements post-transaction i.e., exchange listing requirements upon completion of a reverse-take over. Notwithstanding … Continue reading

Venture capital and private equity exhibit disparate Canadian market trends in Q1 2017

By Troy Ungerman (Toronto) on July 12, 2017 Posted in Corporate finance, M&A

According to a report recently published by the Canadian Venture Capital & Private Equity Association (CVCA) entitled “CVCA Q1 2017 VC & PE Canadian Market Overview: VC experiences robust quarter; PE flat in Q1”, Canadian venture capital (VC) recorded its second-best quarter since 2013, while Canadian private equity (PE) failed to outpace its current stagnant … Continue reading

Socially responsible investing: considerations for private companies

By nrfdigitalteam on April 11, 2017 Posted in Corporate finance, Governance and directors' liability, M&A

Certain consumers seeking out companies that have socially responsible products and services or that have a focus on environmental, social and corporate governance (ESG) is nothing new. Recently, however, evidence has emerged suggesting that investors, both retail and institutional, are increasingly taking these social factors into account when making decisions about how to allocate their … Continue reading

Distressing prospects for distressed debt?

By Troy Ungerman (Toronto) on March 7, 2017 Posted in Corporate finance, Finance, M&A

According to a Debtwire report released this month, the North American distressed debt market will be characterized by continued volatility throughout 2017, with the oil & gas sector presenting the most attractive opportunity for investors. Financial services, industrials and real estate were also identified in the report as being ripe for investment in the coming … Continue reading

The PE lifecycle is expanding

By Troy Ungerman (Toronto) on December 27, 2016 Posted in Corporate finance, M&A

While private equity firms are enjoying more dry powder than ever, the overall fund lifecycle is expanding. Mergermarket interviewed private equity partners, directors and principals from across the United States and their responses point to increases in time in all three lifecycle segments of a fund: raising capital, searching for suitable targets, and exit. Prolonged … Continue reading

Taking stock of SPACs

By Bruce Sheiner on September 8, 2016 Posted in Corporate finance, Finance

While the CPC program has existed for a number of years under the TSXV and Special Purpose Acquisition Companies (SPACs) have long been a feature of American capital markets, as we alerted in October of last year, SPACs are a relatively new arrival in Canada, with the first Canadian SPAC created in April 2015. The … Continue reading

FinTech M&A: a wave or just a ripple?

By nrfdigitalteam on August 10, 2016 Posted in Corporate finance, Financial institutions, M&A

While the rapid and exponential growth of Financial Technology (FinTech) companies appear to signal an impending wave of M&A, certain impediments exist that may mitigate these projections. FinTech companies develop and market technologies that facilitate a variety of financial transactions through electronic mediums. Since 2010, over 80 FinTech companies in Canada have garnered about $1 … Continue reading

M&A update in the global metals industry

By Troy Ungerman (Toronto) on June 15, 2016 Posted in Corporate finance

In the past, we reported on PwC’s ongoing analysis on M&A activity in the global metals industry. PwC released its most recent report in the series, entitled “Forging Ahead: First-quarter 2016 global metals industry mergers and acquisitions analysis” which breaks down the latest trends in the global metals industry, and provides insights into what the industry … Continue reading

Britain without the EU: how will Brexit affect dealmaking?

By Matthew Lau (Toronto) on June 14, 2016 Posted in Corporate finance

On June 23, 2016, Britons will be heading to the polls to determine whether or not the UK should remain a member of the EU. Given the stakes involved, the referendum is likely to have an impact on M&A activity in the UK, both before and after the vote. The referendum This is not the … Continue reading

Growing M&A in the agrochemical sector

By Troy Ungerman (Toronto) on June 3, 2016 Posted in Corporate finance

According to a recently published report by MarketsandMarkets Research, the global agrochemical market has grown significantly between 2000 and 2016. This growth has been matched by a flurry of M&A activity. In particular, the report highlights that: the global agrochemical market grew from $28.78 billion in 2007 to $41.12 billion in 2013. This represents a … Continue reading

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

By nrfdigitalteam 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

Record insurance industry M&A benefits Canada

By Troy Ungerman (Toronto) on May 31, 2016 Posted in Corporate finance

We reported last year that global M&A in the insurance sector was rebounding after a decline resulting from the financial crisis. Now, the OPTIS Partners’ M&A database has reported a record high for North American insurance agency M&A in Q1 2016. OPTIS reveals that an all-time high of 107 deals involving North American agencies were … Continue reading

Aerospace and defense M&A reaches new heights in 2016

By Bruce Sheiner on May 25, 2016 Posted in Corporate finance

We told you in March of last year that aerospace and defense M&A activity had rebounded after a pullback in 2013. In July, we reported that M&A activity in the aviation and aerospace sectors was strong. Now, PwC’s Mission Control report for Q4 2015 has confirmed that 2015 was a record year for aerospace and … Continue reading

A buzz of M&A activity in the power industry

By Troy Ungerman (Toronto) on May 17, 2016 Posted in Corporate finance, Energy

The power and utilities industry has seen a surge of M&A activity in the first quarter of 2016, according to a recent PWC report. The following highlights reflect an overall positive start to the year for the power and utilities sector: Increase in total deal value. Total deal value for Q1 2016 hit $41.4 billion. … Continue reading

Mixed start to the year for the forest, paper and packaging industry

By Kassy Corothers (Calgary) on May 12, 2016 Posted in Corporate finance

M&A activity in the global Forest, Paper and Packaging (FPP) industry took a dip in the first quarter of 2016 according to a recently released report (the Report) by Pricewaterhouse Cooper (PwC). PwC put the decrease of deal activity into perspective however with a press release last Wednesday, illustrating that while Q1 2016 was not as … Continue reading

Spotlight on Ukraine: a promising future for M&A activity

By Matthew Lau (Toronto) on April 28, 2016 Posted in Corporate finance, Financial institutions

In March 2014, this blog featured an article discussing the effect of the recent crisis in Ukraine on M&A activity. The crisis began in November 2013 when Ukrainians protested en masse after then-president Viktor Yanukovych failed to sign an association agreement with the European Union. Yanukovyvh was ousted in February 2014. During that time and … Continue reading

Getting the best (asset) deal: tax efficient purchase price allocations

By Troy Ungerman (Toronto) on April 26, 2016 Posted in Corporate finance, Tax

The number one consideration for anyone buying or selling a business is price. But getting the best price is not just about the total cash value. How the purchase price is allocated across the various assets included in the deal has significant implications for the future tax liabilities of both purchasers and sellers. This article … Continue reading

What can companies learn from PE sharks?

By Jacob Cawker (Toronto) on April 20, 2016 Posted in Corporate finance, Financial institutions, Pharmaceuticals and life sciences, Technology and innovation

Divestment is one strategy that a corporation can use to unlock funds for future growth and create long‑term shareholder value. According to a recent E&Y study, a successful divestment must meet three criteria: (i) it must create a positive impact on the valuation multiple of the remaining company; (ii) it must generate a sale price … Continue reading

M&A in the food industry

By Troy Ungerman (Toronto) on April 14, 2016 Posted in Corporate finance

As the market changes, so must the food industry, and this has become evident in the M&A trends of the food and beverage sector. A PWC report entitled “An Appetite for M&A” outlines the challenges facing the food industry and how they impact M&A activity. Five challenges are identified as forcing change in the food … Continue reading

Shareholder representatives in M&A

By Troy Ungerman (Toronto) on April 7, 2016 Posted in Corporate finance

The post-closing process can be complex and time consuming. Hiring a professional independent shareholder representative to manage post-closing matters, such as purchase price adjustments, indemnification claims, earn-outs and escrow management, may be beneficial for target shareholders and management. In recent years, shareholder representatives have been commonly used in the U.S., and they are becoming increasingly … 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

#Trubama, climate change and the oil industry: how will it impact M&A in 2016?

By Bruce Sheiner on March 29, 2016 Posted in Corporate finance, Energy

Earlier this month, Prime Minister Justin Trudeau enjoyed an official visit to Washington that attracted significant attention and generated positive headlines for Canada-US relations. At the top of the agenda was the common goal shared between the leaders to combat climate change. Although “#Trubama” (the twitter moniker given to the pair) only have until November … Continue reading

Update: 2016 Federal Budget – Liberals drop tax proposal for employee stock options

By Troy Ungerman (Toronto) on March 24, 2016 Posted in Corporate finance, Tax

Tuesday marked the release of the new Liberal government’s first budget. The budget, entitled “Growing the Middle Class”, did not contain the anticipated changes to the tax treatment of employee stock options discussed last week on Deal Law Wire. The proposed changes were first announced in the Liberal party’s election platform and would have capped … Continue reading