Topic: Corporate finance

OECD report proposes new treaty shopping rules

By Troy Ungerman (Toronto) on November 10, 2015 Posted in Corporate finance, Tax

In February we wrote about a discussion draft of Action 6 of the Action Plan on Base Erosion (BEPS Action Plan) developed by the Organisation for Economic Co-Operation and Development (OECD) at the request of the G20. In October, the OECD published its final report on Action 6 of the BEPS Action Plan. Action 6 … Continue reading

Management diversity: do women in management lower a firm’s risk profile?

By Carole Gilbert (Montreal) and Troy Ungerman (Toronto) on November 3, 2015 Posted in Corporate finance, Governance and directors' liability

This blog post originally appeared in Norton Rose Fulbright’s Special Situations blog. In an earlier post, we commented on the formal amendments to National Instrument 58-101 – Disclosure of Corporate Governance Practices and Form 58-101F1 – Corporate Governance Disclosure imposing enhanced disclosure requirements with respect to female representation on the boards and in executive officer positions of … Continue reading

Employee retention: good people equals better results

By nrfdigitalteam on October 29, 2015 Posted in Corporate finance, Employment and labour

Human capital is a critical component of any merger or acquisition. High profit margins and synergistic gains cannot be realized without key talent who are able to motivate employees to achieve high levels of performance. Although there is no simple solution to retaining top performers, retention strategies should be adopted in any merger or acquisition. … Continue reading

The capital pool company: an alternative way to go public

By Troy Ungerman (Toronto) on October 28, 2015 Posted in Corporate finance, Finance

Going public Going public is, expectedly, the goal of many private companies and their founders. There are two methods of taking a private company public—initial public offerings (IPO) and reverse take-overs (RTO)—that draw the most attention in our capital markets and headlines, most often because of the lucrative opportunities or surprising arrangements that they create. … Continue reading

Assessing corruption risks in M&A transactions

By Carole Gilbert (Montreal) on October 22, 2015 Posted in Corporate finance, Governance and directors' liability

In a previous post, we discussed the importance of considering anti-corruption and bribery risks when engaging in international transactions. In connection with the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, Canada, the US and the UK, as well as an increasing number of legislatures around the world have implemented … Continue reading

M&A activity is booming in Asia’s renewable energy market

By Troy Ungerman (Toronto) on October 21, 2015 Posted in Corporate finance, Energy

The first half of the decade has seen a swift rise in green-house gas (GHG) emissions in Asia. Consequently, China is now the world’s largest emitter of carbon dioxide from the consumption of energy, accounting for over 25% of global emissions. This rapid intensification has also created an active and robust renewable energy market in … Continue reading

A global overview of M&A activity

By Troy Ungerman (Toronto) on October 8, 2015 Posted in Corporate finance

Despite growing concerns over the state of the Chinese economy, global M&A activity has been quietly growing. According to Mergermarket’s September insider, August 2015 was the highest valued August ever with US$297.8bn total deal value. This 12.7% increase came despite 335 fewer deals when compared to August 2014. The top sector was Industrials & Chemicals … Continue reading

What’s the point?

By Bruce Sheiner on October 6, 2015 Posted in Corporate finance

Lawyers are wordsmiths not mathematicians who, when working on a deal, often leave the complex math to the bankers and accountants. Some of us decided to go to law school because of our dread of math; finance and the sciences were out for us. This leads to my topic today, what is the difference between a … Continue reading

Delaware North? The (potential) rise of appraisal litigation in Canada

By Alexander Schmitt (Toronto) on October 1, 2015 Posted in Corporate finance

Under Delaware law and most Canadian corporate statutes, a shareholder who votes against a fundamental transaction—such as a going-private transaction or a sale of all or substantially all of the corporation’s assets—is entitled to object to the consideration offered and in turn require payment of the “fair value” of his, her or its shares as … Continue reading

Keeping up with the Competition Bureau: recent position statements

By Troy Ungerman (Toronto) on September 30, 2015 Posted in Antitrust, competition and regulatory, Corporate finance

Under the Competition Act, RSC 1985 c. C-34, the Competition Bureau (Bureau) reviews mergers to assess whether they are likely to substantially lessen or prevent competition in one or more relevant markets. As stated in its Merger Enforcement Guidelines (Guidelines), the Bureau generally makes its determination by assessing the competitive effects of the merger in … Continue reading

What’s mine is yours

By Troy Ungerman (Toronto) on September 23, 2015 Posted in Corporate finance

You may be familiar with a parent’s teaching to “share” with others – “sharing is caring”. This teaching has been a part of our economic system throughout history; bartering and sharing of goods is not a new concept. However, in recent years, “sharing” has entered the marketplace in new and innovative ways, primarily by facilitating … Continue reading

Canadian Mining Eye Index looking up in Q2

By Kassy Corothers (Calgary) on September 15, 2015 Posted in Corporate finance, Infrastructure, mining and commodities

According to an Ernst and Young report released on August 24, 2015, the Canadian Mining Eye index experienced a 4% gain in Q2 2015, as compared to a 1% loss in Q1 2015. This increase was the first quarterly gain for the index since Q2 2014. While the quarterly results in the sector reported by … Continue reading

Solicitor-client privilege in mergers and acquisitions

By Rowan Weaver (Toronto) 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

Auction in M&A: a zero-sum game?

By Troy Ungerman (Toronto) on September 2, 2015 Posted in Corporate finance

When deciding the method by which to sell a business, auctioning is an infrequent option among Canadian business owners. Yet, this seller-oriented process is designed to secure the best price and terms possible business owners. By creating competitive tension, the auction process compels bidders to put forward the highest price they would be willing to … Continue reading

Notable aspects of the Mobilicity – Rogers acquisition

By Evan Cobb on September 2, 2015 Posted in Corporate finance

Earlier this summer an affiliate of Rogers Communications Inc. acquired all of the issued and outstanding shares of the corporation carrying on the Mobilicity wireless business in the context of Mobilicity’s Companies’ Creditors Arrangement Act (CCAA) proceeding. The transaction was unique in part because of the speed at which it was completed. While Mobilicity undertook … Continue reading

Acquisition: the key to innovation

By Troy Ungerman (Toronto) on August 26, 2015 Posted in Corporate finance, Technology and innovation

It has become increasingly difficult to deny that we live in an age of technological innovation – particularly entrepreneurial innovation. Many cities across Canada contain the components of an ideal start-up environment: a diverse culture receptive to innovation, top quality educational institutions, and willing investors. According to a 2012 report by Canadian Business, Western Canada … Continue reading

Private equity investments and common governance rights in investee companies

By Tommy Wong on August 25, 2015 Posted in Corporate finance, Governance and directors' liability

Private equity investors (PEIs) are often a good source of capital for companies looking to start, maintain, or grow their operations and can also provide significant operational and transactional expertise. Like other investors, PEIs operate with a primary goal in mind; that is, to receive a favourable return on their investment. However, PEIs generally seek … Continue reading

PPSA registrations in asset purchase transactions: when are they necessary?

By Matthew Lippa (Toronto) on August 11, 2015 Posted in Corporate finance, Finance

In asset purchase transactions involving the sale of accounts receivable, questions often arise about whether a registration under the applicable provincial Personal Property Security Act (PPSA) will be necessary. The answer to this questions depends on a number of factors, including where the seller’s accounts receivable are located and whether a party is the purchaser … Continue reading

Global M&A in the first half of 2015

By Troy Ungerman (Toronto) on August 4, 2015 Posted in Corporate finance, Energy, Financial institutions, Infrastructure, mining and commodities, Real estate

Similarly to American M&A in the first half of 2015, the first half of 2015 was remarkably active on the global mergers and acquisitions front. According to a recent Mergermarket report, total deal value topped US$1.7 trillion. This represents an increase of 15.2% over the first six months of 2014, and only 15.4% behind the record-setting … Continue reading

Reflections on American M&A performance in the first half of 2015

By Troy Ungerman (Toronto) on July 30, 2015 Posted in Corporate finance

As seen elsewhere in this blog, the volume of global mergers and acquisitions (M&A) in the first half of 2015 (H1 2015) reached near record-setting heights. According to a recent report from Deallogic, the total volume of M&A deals reached $2.28 trillion in H1 2015, second only to the $2.59 trillion recorded in the first … Continue reading

Pre-transaction confidentiality agreements: sword or shield?

By Andrea Brewer on July 23, 2015 Posted in Corporate finance

A recent lawsuit has again highlighted the importance of the terms of confidentiality agreements entered into between potential targets and acquirers in advance of an M&A transaction. Background It is usual practice in both the public and private M&A context that bidders who are looking at acquiring either the assets or shares of a target … Continue reading

Global M&A driven by record valuations

By Troy Ungerman (Toronto) on July 21, 2015 Posted in Corporate finance

Global M&A continues to rise with over $2.19 trillion recorded in the first half of 2015, according to Dealogic data. This is an increase of 31% from $1.67 trillion announced in the first half of 2014, and the second highest half year volume on record, following $2.59 trillion recorded in 2007. In addition, US targeted … Continue reading

Intellectual property considerations in M&A

By Troy Ungerman (Toronto) on July 9, 2015 Posted in Corporate finance, Intellectual property

The acquisition of a business, whether via the purchase of either its shares or its assets, often involves the transfer of intellectual property. Generally, in the former scenario, the transfer of IP is by operation of law, whereas in the latter case, the specific intellectual property rights subject to the transfer are specifically detailed, usually … Continue reading