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Deal Law Wire

Insight and perspectives on developments in mergers + acquisitions

Governance and directors' liability

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

Photo of Troy Ungerman (Toronto)
By Troy Ungerman (Toronto) on September 5, 2019

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 …

New share register requirements! Working towards greater corporate transparency

Photo of Troy Ungerman (Toronto)
By Troy Ungerman (Toronto) on July 2, 2019

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…

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Full disclosure: financial assistance and related corporations

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By Justin Burt & NRF Digital Team on June 18, 2019

Many transactions involve financial assistance by means of a loan, guarantee or otherwise between related corporations. Often, an important consideration in these circumstances is: does such financial assistance trigger any disclosure obligations? Generally, a corporation may give financial assistance to…

Bill C-97 amendments to the CBCA: broadening the scope of management considerations

Photo of Denise Gan (Toronto)
By Denise Gan (Toronto) on June 4, 2019

The 2019 budget implementation bill (Bill C-97) contains significant amendments to the Canadian Business Corporations Act (CBCA), which should be noted by organizations wishing to acquire Canadian targets. On April 30, 2019, Bill C-97 passed its second…

Cannabis and corporate governance: time for grow ops to grow up?

Photo of Katherine MacPhail (Calgary)
By Katherine MacPhail (Calgary) on April 18, 2019

Since the legalization of recreational cannabis on October 17, 2018, the Canadian cannabis industry has experienced a significant boom. In its 2018 Cannabis Report, Deloitte predicted that legal sales of marijuana are expected to generate up to $4.34 billion…

A pragmatic approach to climate risk

Photo of Troy Ungerman (Toronto)
By Troy Ungerman (Toronto) on March 19, 2019

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…

Corporate governance 101: increasing minority shareholder voting power

Photo of Troy Ungerman (Toronto)
By Troy Ungerman (Toronto) on September 25, 2018

If you are a minority shareholder you may feel a lack of control over corporate matters because majority shareholders, well, hold the majority of the voting rights. Certain shareholder agreements can help alleviate this lack of control and provide you …

Shareholder responsibility over auditor tenure

Photo of Eric Malysa (Calgary)
By Eric Malysa (Calgary) & NRF Digital Team on July 18, 2018

Concerns about the term or length of auditor tenure have returned to relevance following the recent fall of industry giants, providing good reason for Canadian companies to reconsider their audit and governance practices.

In 2016, the European Union implemented mandatory…

Look to the future: a tip for analyzing corporate culture in an era of evolving shareholder activism

Photo of Troy Ungerman (Toronto)
By Troy Ungerman (Toronto) on April 24, 2018

2018 promises to be a year in which corporate culture will likely become an even more important focal point for investors and activists.

There’s no denying that social media has drastically altered the dynamic for public companies. Today, shareholders are…

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

Photo of Trevor Zeyl (Toronto)
By Trevor Zeyl (Toronto) on April 19, 2018

The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements…

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Norton Rose Fulbright’s lawyers in Canada cover the full range of areas involved in deal-making. Our Deal Law Wire blog is about sharing our insights with you. From corporate law to cross-border, antitrust/competition, intellectual property, employment and labour and pension matters and more, our lawyers offer a Canadian and truly global perspective that few practices in the world can rival.

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