Topic: M&A

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Global automotive M&A ends 2017 in high gear with no signs of slowing down

As seen in this recent PwC article, global automotive M&A activity was strong in 2017.  Automotive deal value increased 29.9% to $53.2b from 2016 to 2017 primarily as a result of two mega deals in the Auto-Tech sector, which PwC defines as “investments in connectivity, autonomous, electrification, ride-sharing and the software, sensors, intellectual property and … Continue reading

Legal update: common interest privilege in commercial transactions

On March 6, 2018, the Federal Court of Appeal reversed the decision of the Federal Court of Canada in Iggillis Holdings Inc v Canada (National Revenue). As we discussed in a previous post, the trial court decision in Iggillis Holdings had called into question the availability of common interest privilege in commercial transactions. The trial … Continue reading

Cross-border agreements and the choice of governing law

In order to meet the demands of a constantly evolving global marketplace, companies often seek to expand their operations through cross-border mergers and acquisitions. When pursuing an international transaction, the parties must consider a unique aspect of the deal – the legal framework in which the deal and any contractual agreements within it are to … Continue reading

Inherited liability under a workers’ compensation system: a surprise to avoid

Canadian provinces and territories all administer some form of a workers’ compensation system within their jurisdiction. Funded by employer-paid premiums, these no-fault insurance systems provide wage replacement and medical benefits to injured employees who relinquish their right to sue their employer for losses arising from their injuries. In Ontario, for example, the relevant legislation is … Continue reading

Cybersecurity update: from transaction start to finish

Cybersecurity has never been more critical. This growing area of concern has been on the mergers and acquisitions (M&A) radar for some time, and we’ve previously blogged on its effect on the due diligence process, regulatory requirements, and overall acquisition risk assessments. With only 4% of organizations reportedly agreeing that their current cybersecurity strategies had … Continue reading

Legal update: M&A in the pharma sector

Of counsel James Baillieu explores the pharma M&A horizon in PharmaTimes magazine. The pharma sector saw deal activity fall in 2017 compared to previous years. While the number of deals remained robust, their value was significantly lower due to fewer large acquisitions. Looking ahead, however, many expect deal levels to pick-up as Trump’s tax reforms … Continue reading

Investor confidence, disruption risk and US tax reform will continue to spur M&A activity

JP Morgan recently released its 2018 Global M&A Outlook report, predicting that 1) investor confidence from solid GDP growth, 2) disruption risk from technological change, and 3) opportunities from the passing of the US tax reform will drive significant M&A activity in the year ahead. Investor confidence In 2017, nine out of ten equity sectors … Continue reading

“Two’s company, three may be a crowd”: the importance of considering third-party beneficiaries

In a typical M&A transaction, the vendor and the purchaser are front and centre stage. The spotlight is focused on the parties to the transaction, the negotiations and “papering” the deal. However, together with their respective counsel, the vendor and purchaser must also consider the role of third-party beneficiaries. Who is a third-party beneficiary? To … Continue reading

2018 merger review thresholds for Competition Act and Investment Canada Act

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2018. Competition Act Canada uses a two-part test for determining whether a pre-merger notification is necessary. The two-part test is based on the size of the parties and the … Continue reading

Federal government creates new Ombudsperson to oversee corporate activity abroad

On January 17, 2018, the federal government announced two new initiatives relating to the oversight of Canadian companies doing business abroad. The first initiative is the creation of an independent Canadian Ombudsperson for Responsible Enterprise (CORE). The mandate of the CORE will be to investigate allegations of human rights abuses linked to Canadian corporate activity … Continue reading

Top M&A attractions in 2018: technology assets and international markets

According to Deloitte’s latest M&A trends report, corporations and private equity (PE) firms expect to see an acceleration of M&A activity in 2018, both in volume and size of deals, and with particular interest in technology assets and international markets. Key Findings After surveying more than 1,000 executives at corporations and PE firms on their … Continue reading

Why have a document retention policy?

The current digital age has made it easier for companies to retain an enormous volume of documents – significantly more than a company could have afforded to keep before the advent of electronic record-keeping. In response, companies have sought to upgrade their IT systems to digitize their paper records and to allow for increased storage. … Continue reading

Schedule some time for disclosure schedules

If selling your company were a vacation, preparing disclosure schedules would be the part where you plan what to bring. Pack too much and it might be a burden; pack too little and you might miss something that you really need. Not to mention that packing isn’t particularly exciting, although I have been told that … Continue reading

Taxation of cryptocurrency: unchartered territory and treacherous waters

With the recent market uproar for blockchain technology and cryptocurrency, the tax question is becoming more and more pertinent. Whether one is trading in cryptocurrency, issuing it in an effort to raise capital, hanging onto it as a long term investment, mining it or using it to access software apps, numerous questions arise. Answering these … Continue reading

FTC announces increased HSR thresholds for 2018

On January 26, 2018 the Federal Trade Commission announced increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. These reporting thresholds are revised annually based on changes in the US gross national product, and the increases will apply to all transactions that close after the effective date, which likely will be … Continue reading

Distressed debt investing: the basics

Whether it’s the tightening of the credit markets, a regulatory shift, margin erosion due to influx of competition, or structural changes such as in the retail industry as of late: there are plenty of reasons that get companies into deep water and create opportunities for distressed debt investing in Canada. The more difficult question is … Continue reading

Crypto update: January crash, securitized tokens and threats to traditional VC

Bloodbath in the CryptoMarket For the past three years in January, Bitcoin experienced significant price corrections. This year is no different – except for its magnitude. Likely exacerbated by an influx of new investors and a spike in actively traded altcoins, Bitcoin depreciated by almost 50% from its all-time high in mid-December. According to CoinMarketCap, … Continue reading

Maintaining perfection post-closing

In a secured financing transaction, such as acquisition financing, a creditor would often protect its interest by creating, attaching and perfecting a security interest by registration in the personal property of the debtor or the guarantor. Once a deal closes, secured creditors would often forget to monitor their registrations to maintain perfection. Post-closing events such … Continue reading

Signs of optimism for mining, oil-and-gas M&A activity in 2018

Overall merger and acquisition deal value involving Canadian companies totalled $216.3 billion in 2017, which was approximately 14% lower than the $251.88 billion seen in 2016, which was a decade-high level. The fall in overall value was primarily caused by a 25% decline in energy deals, according to a report in Bloomberg, which resulted in … Continue reading