Topic: M&A

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Canadian M&A activity stays hot, more in store

According to a recently published PwC report (the Report), Canadian mergers and acquisitions (M&A) activity is booming. We recently reported that Canadian-backed equity financing activity in emerging venture capital companies is thriving. Moreover, both funding and deal volume among Canadian artificial intelligence companies have attained record heights in 2017. However, Canadian companies more broadly appear to … Continue reading

Sell-side due diligence: knowing your buyer

M&A deals aren’t easy to close. As we previously reported, due diligence typically increases the likelihood of a deal closing. Buyers often conduct extensive diligence: they analyze the financial documents, projections, contracts and other relevant information pertaining to the target company. However, due diligence completed by the seller, alternatively known as “sell-side” due diligence, is … Continue reading

Legal update: the Reducing Regulatory Costs for Business Act

On November 14, 2017 the Reducing Regulatory Costs for Business Act, 2017 received royal assent. While the Act is not yet in force, the new statute implements a number of initiatives designed to ensure that interactions with the provincial government are efficient and straightforward and to reduce the regulatory costs of doing business in Ontario. … Continue reading

Part 3: Sandbagging in M&A – sandbagging around the world

In the past two weeks we have provided an overview of sandbagging in M&A transactions and discussed strategies that can be used when negotiating this clause. We also provided a brief overview of the consequences of remaining silent with respect to sandbagging. This week we will discuss how sandbagging clauses are used in several jurisdictions around the world. … Continue reading

Due diligence and risk mitigation in cross-border deals

As discussed in an earlier post, cross-border M&A deals are on the rise. Most businesses today are looking to unlock value from technology, emerging markets are flourishing and pursuing global investment opportunities and barriers to information have diminished. These are all factors giving rise to cross-border deals. Transaction risk in cross-border deals Cross-border deals come … Continue reading

Deal failure: possible causes and how to prevent it

While most M&A transactions start off hopeful, not all are destined for completion. Each year, a sizable number of deals are abandoned – and that number appears to be rising. A recent study published by the M&A Research Centre at the University of London’s Cass Business School and enterprise data management firm Intralinks (the Study) … Continue reading

Part 2: Sandbagging in M&A – is silence truly golden?

Last week we provided an overview of sandbagging in M&A transactions and outlined how buyers can mitigate their risk when an anti-sandbagging clause is included in the purchase and sale agreement. In a majority of deals, however, buyers and sellers exclude a sandbagging clause altogether, likely because they are not able to find a mutually agreeable … Continue reading

Maintaining your minute books

It seems that every other week, I come across another case of minute books put together by a private corporation that have been completed with an attitude of “this will be good enough.” Nine times out of ten, the estimate of what is good enough is off the mark, sometimes wildly. Usually, unfortunately, the point … Continue reading

Post-M&A rebranding trends

The decision whether to re-brand following an M&A transaction can be a difficult one for companies to make. In order to maximize the value from the acquired brand, companies need to decide whether transitioning the asset to a new brand is the appropriate strategy, how to go about rebranding the acquired asset, and the appropriate … Continue reading

eSports: new kid on the block, new opportunities in M&A

Like most people, you may not have been aware that one of the most anticipated and biggest eSports tournament, the League of Legends World Championship Finals (LoL Finals) happened just this past weekend. In comparison to its inception in 2011 where the LoL Finals attracted a little over 1.6 million viewers, the 2017 LoL Finals … Continue reading

The interesting thing about M&A is…

Many predicted that 2017 would be another record year for Canadian mergers and acquisitions (M&A). There are also currently some predictions that interest rates will continue to rise despite the recent announcement of a contraction in the economy. In this blog post we consider these two factors. As depicted in Figure 1 below, while 2017 … Continue reading

A look at the venture capital landscape in Canada

PwC has recently released the 2017 MoneyTree Canada report  for Q3 2017 (the Report), which provides insight into the landscape for equity financings in emerging venture capital (VC) backed companies headquartered in Canada.  While it may come as no surprise that financing activity has increased in Q3 2017, the magnitude of the increase, especially for … Continue reading

The truth behind M&A advisory fees

Fees can be a touchy topic. This is perhaps why there is a paucity of publicly available data on mergers and acquisitions (M&A) fees. However, with the recent publication of the M&A Fee Guide 2017,  we now know more about fees relating to M&A than before. The guide consolidates survey responses from over 470 advisors … Continue reading

Shareholders’ agreements: right of first refusal versus right of first offer

It is common for shareholders of a closely held corporation to set out the rules that govern their relationship vis-à-vis one another in the form of a shareholder agreement. One key concern for shareholders when negotiating a shareholder agreement is controlling the transfer of shares to unknown or undesirable persons, while still maintaining liquidity in … Continue reading

How can the crowd fund you?

Crowdfunding is a great way for businesses to raise a small amount of money from a large group of people to help fund a new business venture. However, businesses who use crowdfunding to raise capital by issuing securities in exchange for the money raised need to make sure they are not violating any securities laws … Continue reading

Using M&A playbooks to avoid post-closing issues

Companies spend more than $2 trillion on acquisitions every year, yet many acquisitions ultimately fall short of expectations. There are several reasons why a transaction may not turn out as planned, but oftentimes the culprit is poor post-closing integration. While most transactions are given a great deal of attention until the day of closing, the … Continue reading

Rising retail bankruptcies present ample opportunity for distressed investors

The recent giant retail bankruptcy filings by Toys ‘R’ Us and Sears Canada are not standalone cases in the retail sector. According to the recent Quarterly Report Of Business Bankruptcy Filings, in 2016, the United States experienced a year-on-year increase of 26% in the number of retail company bankruptcy filings. The sector generated 15.77% of … Continue reading

Registering and discharging intellectual property security interests

Intellectual property often forms an important part of a target’s assets, especially for start-ups and high-tech companies. It is important for both the purchaser and the vendor to understand the security registration and discharge process in intellectual property assets. Registration Pursuant to the provincial Personal Property Security Acts, Intellectual property is considered a type of … Continue reading

M&A trends in the restaurant industry

We previously reported on the increased amount of deal activity in the food and beverage sector, including the growing attention towards specific niche areas within this industry, such as natural and organic food and “indulgence” foods. Based on the number of mergers and acquisitions (M&A) deals seen in 2016 and in 2017 so far, it … Continue reading

Adding value through tech deals

A new report by BCG asks the question of whether wading into tech deals can add value to companies. Based on BCG’s analysis of 37,000 tech acquisitions, the returns from such deals are mixed: about half generate positive returns for acquirers. This is the case regardless of whether the buyer itself is in the tech … Continue reading

Facilitation payments exception repealed in Canada

Last week, we covered the topic of facilitation payments and discussed some implications should the exception of facilitation payments be officially repealed in the Corruption of Foreign Public Officials Act (CFPOA). The repeal has now come to fruition. Global Affairs Canada has announced the removal of the facilitation payments exception from the CFPOA, with the … Continue reading
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