Despite several interruptions to Parliament over the last few years, Canada continues to move toward affirmation of its commitment to fight against modern slavery in supply chains. The most recent attempt is Bill S-211, An Act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs … Continue reading
Investor advice platforms, at both the retail and institutional level, have evolved in recent years – from the use of classic literature to expanded services offered by brick-and-mortar firms. However, with the growth of app-induced innovation, various robo-advising platforms have taken the lead in providing investors with seamless, efficient, and cost-effective means of advice. We … Continue reading
After a nine-year low in 2020, M&A activity in Canada made a strong rebound in the first quarter of 2021. As reported by BNN Bloomberg, in the first three months of 2021, Canadian companies were involved in 1,168 deals that together totalled US $115 billion in value, dwarfing the US $44.3 billion in deal value … Continue reading
As Bitcoin gains increasing traction since its inception 11 years ago, we begin to question whether it will slowly replace traditional dollar funding in M&A deals. Whether Bitcoin will be used to fund large M&A deals will likely depend on its ability to stabilize in value. One of the most common concerns of using Bitcoin … Continue reading
The COVID-19 pandemic has changed the way in which we interact with the world. From working, to shopping, to socializing, most aspects of our daily lives have moved to the online world. Consumers now expect effective online platforms for all goods and services, and businesses have been forced to adapt quickly. The need for robust … Continue reading
It is no secret that during 2020 and into 2021 the COVID-19 pandemic has created massive disruptions for a variety of industries. One such example is the movement of health care services online in order to adhere to social distancing guidelines. A wide variety of technology and applications to facilitate this, referred to as telehealth … Continue reading
In May, we wrote about the increased focus on earn-out provisions during the pandemic as a method to mitigate the risk of a target’s post-closing under-performance and to bridge any valuation gap between the purchaser and seller. More recently, we discussed post-closing balance sheet adjustments as a separate tool to address the same risk. In … Continue reading
Retail investors are becoming an increasingly significant source of capital on public markets, and dealmakers should be aware of how this development can impact M&A transactions and the decision to go public. After the latest garnering of widespread attention in the news, the retail investment community has been estimated to constitute as much as 25% … Continue reading
The first half of 2020 saw a significant decline in M&A activity as capital markets were impacted by the COVID-19 pandemic, but the second half of the year saw a surge in M&A activity that is expected to continue into 2021. One industry that may be particularly well primed for M&A activity in 2021 is … Continue reading
In the midst of these unprecedented times, many companies are looking to mergers and acquisitions to realize new growth opportunities and diversify; however, before heading down this road, one question needs to be asked: is it a marriage built to last or is it doomed from the start? A recent paper, which examined 1,365 M&A … Continue reading
A recent Ontario decision of Fairstone Financial Holdings Inc. v. Duo Bank of Canada (“Fairstone”) became the first Canadian case to consider material adverse change (“MAC”) or material adverse effect (“MAE”) clauses in the context of COVID-19. In Fairstone, Duo Bank of Canada sought to invoke the MAC/MAE clause to exit the transaction but the … Continue reading
Board diversity has been at the forefront of the Canadian governance landscape for a number of years, and has recently been the subject of increased stakeholder focus. While gender and racial parity are ends in themselves, recent research shows that board diversity may be particularly beneficial in the M&A context. The current state of affairs … Continue reading
After a highly contested election that was observed all over the world, Joe Biden – the Democratic Party nominee – was elected as the 46th President of the United States . Leading up to the election, North American markets continued to see weeks of stagnant trading as investors held back due to the prevailing uncertainty. … Continue reading
We have previously discussed goodwill as a distinct asset in purchase agreements. In this post, we explore the growing value of goodwill and other intangible assets in mergers and acquisitions (M&A) and the legal issues parties should consider when seeking to value, protect and exploit these assets. Intangible assets are often the most significant portion … Continue reading
Digital taxes have become a subject of significant debate in recent years. Following allegations that tech giants have paid very little tax anywhere in the world, some countries have moved to impose new taxes on profits derived from digital services provided by multinational enterprises on a jurisdiction-specific basis. For instance, France recently adopted a digital … Continue reading
On October 6, 2020, the Government of Ontario introduced Bill 213, Better for People, Smarter for Business Act, 2020 (“Bill 213”) to support the province’s economic recovery and reduce barriers to doing business in Ontario. If it passes, Bill 213 would bring important changes to the Ontario Business Corporations Act (“OBCA”) that, among other things, … Continue reading
Previously, we wrote about the use of earn-outs as a means by which buyers mitigate the risk of a target’s post-closing under-performance by holding back part of the purchase price and paying it out as the target meets certain financial targets. In this post, we examine a related topic that is often confused with earn-outs … Continue reading
The widespread impact of the COVID-19 pandemic (“pandemic”) continues to highlight the several ways in which M&A transactions have had to adapt to changing times, particularly by ramping up cyber-security measures in a digital world. Prior to the pandemic, there already existed a shift towards cyber-security due diligence since many businesses relied on digital assets. … Continue reading
Mergers and acquisitions activity was already off to a slow start when 2020 began, but the COVID-19 pandemic (the “Pandemic”) initially resulted in a further decline in the volume of M&A activity. This was due in part to the economic and commercial uncertainties and market volatility for buyers and sellers alike, which made it difficult … Continue reading
The current pandemic presents a unique opportunity to revitalize traditional M&A process and provisions. While we have previously addressed how traditional M&A provisions are impacted by the pandemic, this blog post will explore the key opportunity industries and corporations alike have in improving contractual processes. Specifically, through the use of blockchain technology and smart contracts. … Continue reading
While the COVID-19 pandemic initially had a general chilling effect on merger and acquisition (“M&A”) activity, we have seen an increase in M&A activity recently, particularly as industries rapidly adapt to the new environment and consider opportunities. Both consumer preferences and business models have been forced to change quickly due to the circumstances of the … Continue reading
There is no doubt that the Covid-19 pandemic has resulted in unprecedented social and economic ramifications, including a decline in M&A activity in Canada. The pandemic has also brought in changes to the way agreements are being drafted in light of what has become our new normal. Earlier, we reported that the pandemic has led … Continue reading
The use of representations and warranties insurance (RWI) has grown dramatically in recent years as buyers (and to a lesser extent, sellers) have increasingly relied on RWI to allocate risks and provide other benefits in M&A transactions. The COVID-19 pandemic and its economic impacts have led to significant uncertainty for buyers, as well as for … Continue reading
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