MAC/MAE Clauses in the Context of COVID-19

By Troy Ungerman (Toronto) on January 6, 2021 Posted in M&A

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

Does board diversity lead to better M&A outcomes?

By nrfdigitalteam on December 30, 2020 Posted in M&A

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

Navigating through Uncertainty: The U.S. Election’s Effect on Canadian Markets

By nrfdigitalteam on December 4, 2020 Posted in M&A

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

Goodwill Hunting: The Value, Protections and Role of Intangible Assets in M&A Transactions

By Jamie Parker on December 1, 2020 Posted in Intellectual property, M&A, Technology and innovation

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 Taxation – Novel Considerations in M&A Transactions

By Alexandra David on November 24, 2020 Posted in M&A, Tax

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

Proposed Amendments to Ontario’s Business Corporations Act: Relaxed Corporate Governance Requirements May Make Ontario an Attractive Jurisdiction

By Troy Ungerman (Toronto) on November 12, 2020 Posted in M&A

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

Post-Closing Adjustments

By Eric Vice on November 11, 2020 Posted in M&A

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 Dynamic Duo: Cyber-security and Due Diligence during the COVID-19 Pandemic

By nrfdigitalteam on November 6, 2020 Posted in M&A, Technology and innovation

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

Shareholder Loans: The Interplay of 80.4, 15(2) and 20(1)(j) of the Income Tax Act

By Carl Deeprose (Toronto) and Alexandra David on November 5, 2020 Posted in Tax

Subject to certain exceptions, where a shareholder (other than a corporation resident in Canada) of a corporation is indebted to the corporation (a “Shareholder Loan”), the shareholder is deemed by subsection 80.4(2) to receive an interest benefit to the extent that the notional interest on the Shareholder Loan, calculated at the prescribed rate, exceeds the … Continue reading

What’s the Alternative?: The Rise of Alternative M&A Deals in a Post-COVID World

By Abigail Court (Toronto) on October 30, 2020 Posted in M&A

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