Topic: Litigation

Determining fair value in appraisal proceedings: the Supreme Court of Canada dismisses application for leave to appeal in Carlock v ExxonMobil Canada Holdings ULC

By nrfdigitalteam on September 24, 2020 Posted in Litigation, M&A

On August 13, 2020, the Supreme Court of Canada (the SCC) dismissed the application for leave to appeal in the case of Carlock v ExxonMobil Canada Holdings ULC (Carlock), indicating that the negotiated deal price in a transaction between well-informed, sophisticated, arms-length parties that is the result of a vigorous sale process provides strong objective … Continue reading

Dealing with pending or threatened litigation in M&A

By Jamie Parker on December 11, 2019 Posted in Litigation, M&A

A significant consideration when considering an M&A target can be the impact that pending or threatened litigation has on the proposed transaction. While some organizations may balk at the idea of acquiring a target that is (or is likely to be) the subject of a lawsuit, such companies are often available at significant discounts to … 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

Can a cause of action be assigned in a corporate transaction?

By Rowan Weaver on December 13, 2016 Posted in Litigation, M&A

What happens when a key asset of a target corporation is a cause of action? Can it be assigned to the purchaser in an asset purchase or to a “Newco” in a corporate restructuring? It is a longstanding common law principle that a bare right of action in tort is not assignable. This is because … Continue reading

Case update on the common law duty to act honestly

By Troy Ungerman (Toronto) on January 20, 2016 Posted in Corporate finance, Litigation

In 2014, the Supreme Court of Canada delivered a seminal decision, Bhasin v Hrynew (Bhasin), on common law duties of contractual performance. Earlier discussions on the case can be found here and here. In the Bhasin decision, the Court established a general obligation of good faith in the performance of contracts, and a duty of … Continue reading

Post-deal litigation: what it is and how to avoid it

By Troy Ungerman (Toronto) on October 23, 2014 Posted in Corporate finance, Litigation

A recent article by PWC which appeared in Lexpert Magazine draws attention to a phenomenon that is pervasive in the United States and is becoming much more common in Canada: post-deal litigation. What is it? Increasingly, shareholders are filing lawsuits to challenge M&A transactions. The litigation often takes the form of a class action, with … Continue reading