Topic: Environment

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Parties to M&A must be diligent about climate change

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 to be especially diligent in their assessment of a range of factors that may be impacted by the changing climate when completing M&A transactions. While the risks that should be considered will, of course, vary between transactions, the following is a list of climate-related factors … Continue Reading

There’s snow business like snow business: considerations for your off-season acquisition

Eastern Canada’s ski season has officially come to a close. However, there is more reason than ever to keep an eye on the moguls.  While activities on the slopes may have ceased, market activity is often at its peak during the off-season (pun intended). For example, in April 2017, Aspen Skiing Co purchased Intrawest – the company that owned the Blue Mountain and Mont Tremblant ski resorts – for $1.5 billion US.  In August of the year prior, Vail Resorts similarly agreed to purchase Whistler Blackcomb for $1.4 billion.

For buyers considering such an investment this off-season, the following considerations … Continue Reading

A pragmatic approach to climate risk

Climate change is a reality we cannot ignore. Media report season after season record-breaking heat, drought, bushfires, etc. The impact on businesses is real, and investors are increasingly pushing for more detailed disclosure on climate change-related issues.

According to the Wall Street Journal, companies are expected to face 75 climate-related shareholder proposals this AGM season. Generally, the questions investors are asking can be divided into two categories:

  1. What corporate social responsibility initiatives are you adopting to mitigate your company’s contribution to climate change?
  2. Is your company particularly exposed to any risks that climate change is expected to exacerbate?
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Climate change risk is serious business – are you doing your due diligence?

It’s been a hot summer. Cities around the world have experienced record-breaking temperatures and heat waves are now being recorded all over the world. In Eastern Canada alone, there have been nearly 100 heat warnings. In Oman, the town of Quriyat registered the highest minimum temperature in the world in June this year: 42.6 degrees for nearly 51 hours. Bushfires have devastated California, reached the Arctic Circle in Sweden, and at the time of writing, are being battled in in northern Ontario.

Climate change is associated with an increased frequency of extreme weather events and the impact on business Continue Reading

Representations and warranties: environmental liability insurance

Buyers and sellers are using representations and warranties insurance more frequently in M&A transactions as a means to enhance bids in competitive auction processes and to limit exposure to post-closing indemnification liabilities. Representations and warranties insurance has been previously discussed on this blog generally (see here, here, and here), including how it can be beneficial to buyers and sellers in transactions by providing access to the insurance industry’s capital and allowing the transfer of certain transaction-related risks in M&A deals to the insurance market.

Representations and warranties insurance coverage can, however, be tailored to mitigate specific types … Continue Reading

Promising trends for Canada’s forestry industry

Mining and energy aren’t the only Canadian sectors showing promising signs in M&A activity of late. A recent Financial Post article reports that Canada’s forestry industry is also seeing a rise in sales and deal activity. The Post’s article highlights the U.S. housing market rebound and a shift towards Asian markets as key contributors to the upswing in Canadian forestry.

Canada’s lumber companies struggled following the 2008 crisis as the U.S. housing market hit a standstill. With its main market stalled, the industry was forced to turn to new customers, pivoting to China, and increasingly to India and Japan, to … Continue Reading

Seminar: Norton Rose Fulbright’s 7th Annual Mergers & Acquisitions School

On Wednesday, September 10, 2014 to Wednesday, October 22, 2014 from 6:30 pm – 8:30 pm (US/Central), Norton Rose Fulbright  will be presenting its 7th Annual Mergers & Acquisitions School for corporate, in-house legal, investment banking and private equity professionals in Houston, Texas.

This comprehensive program is designed for participants that desire to develop a thorough understanding of the M&A process and agreements from a legal perspective. Invited organizations will have the exclusive opportunity to enroll up to two professionals.

Class Syllabus

Wednesday, September 10, 2014

  • Confidentiality, Non-Solicitation and Non-Circumvention Agreements • Legal Structures of Transactions – Asset Acquisitions, Stock/Equity
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M&A Activity in Canada’s Food and Agribusiness Sector

The Canadian food and agribusiness sector has recently been experiencing healthy activity on the M&A front.

At the retail level, two very large deals were announced this summer. Facing increasing competition from United States retailers, leading Canadian grocery chains have been feeling the pressure to increase market share through acquisitions. In June, Sobeys announced its $7.4 billion offer for Canada Safeway, a predominantly western grocery chain. Shortly thereafter, Sobeys’ largest competitor, Loblaw, announced in July its $12.4 billion acquisition of Shoppers Drug Mart, the largest Canadian pharmacy chain with a growing food retail business.

At the processing level, several deals … Continue Reading

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