Understanding landlord consents in share and asset purchase transactions

By Slade Rieger (Calgary) on May 21, 2019 Posted in M&A, Real estate

Transactions, whether share or asset purchase, may involve the transfer of real property interests. Some important considerations when drafting agreements for these transactions are: Are there any leases that are a part of the transferred assets? If so, is landlord consent required for assignment or change of control under these leases? Are the leases material, … 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

Acquisitions in an insolvency context: mandatory assignment of contracts

By Evan Cobb on February 25, 2015 Posted in Corporate finance

Most due diligence processes in a business acquisition context require a review of material contracts and, in particular, a review of any restrictions on assignment of those contracts. When a business enters into a long term commercial contract with a customer, the identity of that particular counterparty may influence the terms of the contract. A … Continue reading