Tag archives: due diligence

Providing or Procuring Ed-Tech Products? Educate Yourself about Privacy Matters

By Shreya Gupta (Toronto) on June 30, 2020 Posted in M&A, Technology and innovation

A new wave of advancement in the education industry has emerged. Schools, universities and colleges are relying more on technology now than they ever have before – and this reliance on technology will only increase in the coming years. Educational institutions are using technological solutions to assist in teaching, engaging in discussions with their students … Continue reading

Evaluating the Legal Risks of Data Assets in M&A

By nrfdigitalteam on March 31, 2020 Posted in M&A, Privacy and data protection, Technology and innovation, Uncategorized

Data is an essential asset for many businesses, and one that is increasingly acquired through M&A transactions. Identifying and assessing the particular legal challenges of data assets is crucial for acquirers to mitigate the risks associated with these assets and unlock their full value. While issues will depend on the particulars of each transaction, the … Continue reading

Examining data analytics in M&A

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

The M&A world continues to evolve as transactions are becoming more diverse and complex. Timelines are getting shorter and acquirors have less time to assess their targets but more pressure to justify their acquisitions. Acquirors must simplify the process of acquiring a target, while simultaneously improving the accuracy of their predictions about the acquisition’s profitability. … Continue reading

Both sides of the same coin? Examining the rise of sponsor-to-sponsor deals

By Troy Ungerman (Toronto) on August 29, 2019 Posted in Corporate finance, M&A

As competition and asset multiples increase, private equity (“PE”) firms must find new ways to put their money to work. One way to create new value is through a sponsor-to-sponsor deal. Sponsor-to-sponsor deals involve PE firms on both sides of a transaction – buy side and sell side. Due to their high cost and complexity, … Continue reading

Avoiding independent contractor liability in M&A

By Troy Ungerman (Toronto) on July 16, 2019 Posted in Employment and labour, M&A

The distinction between employees and independent contractors is significant as it pertains to workers’ legal entitlements. Employees have an exclusive working relationship with an employer, which engages rights and obligations under applicable employment legislation and the common law. By contrast, independent contractor agreements are entered into by legal and contractual equals. As a result, independent … Continue reading

AI as a solution for cybersecurity problems in M&A deals

By Troy Ungerman (Toronto) on July 4, 2019 Posted in M&A, Privacy and data protection, Technology and innovation

Artificial Intelligence (AI) has immense potential as a solution for cybersecurity vulnerabilities in M&A deals. Generally, M&A deals generate value and as such, understanding vulnerabilities on the acquirer and target sides is important for completion of the transaction. With the common usage of networks and servers to store high volumes of data by corporations, vetting for cybersecurity attacks has become a … Continue reading

Uses of blockchain in the M&A process

By Troy Ungerman (Toronto) on June 20, 2019 Posted in Technology and innovation

We have previously explored some potential uses of blockchain in the M&A process. Generally, blockchain refers to a growing list of blocks linked by cryptography. Each block contains a timestamp and a link to the previous block. When a new block is added to the growing list, it is verified by independent parties on the … Continue reading

Holding an oil and gas licence: a privilege, not a right

By Colleen Abel (Calgary) and nrfdigitalteam on June 21, 2018 Posted in Energy, M&A

Say you are about to buy, sell, or invest in an Alberta oil and gas company. You are conducting your due diligence, negotiating the transaction documents, pursuing any necessary approvals and are looking forward to closing. Before you can proceed, get ready to add another item to your closing checklist. The Alberta Energy Regulator (AER) has … Continue reading

Better, faster, stronger: revamping the M&A due diligence process with Artificial Intelligence platforms

By Sam Zadeh (Toronto) on March 27, 2018 Posted in M&A

Voluminous information in M&A transactions M&A transactions can be time-intensive, often involving contract discovery and analysis, due diligence, data room preparation, verification of representations and warranties, privacy issues and multijurisdictional privacy legislation and intellectual property protection, among other important aspects. As deals become larger in value and scope, the review and analysis of the foregoing … Continue reading

Due diligence defence for distribution of securities in breach of securities law

By Nader Hasan (Toronto) on July 26, 2017 Posted in Corporate finance, M&A

In furtherance of a proposed merger or acquisition, it is common place for an issuer to complete a concurrent private placement in order to, among other things, fund its working capital and current operations, complete the transaction or satisfy regulatory or administrative requirements post-transaction i.e., exchange listing requirements upon completion of a reverse-take over. Notwithstanding … Continue reading

Incoming legislation implements common reporting standards

By Troy Ungerman (Toronto) on May 11, 2017 Posted in M&A, Tax

On July 1, amendments to the Income Tax Act (Canada) implementing international common reporting standards (CRS) will come into force. The CRS regime is intended to facilitate the exchange of taxpayer information between governments. Financial institutions will be required to report financial information about individuals and entities not resident in Canada[1] to the Canada Revenue … Continue reading

Deal maker or deal breaker? Information security during M&A

By Troy Ungerman (Toronto) on August 2, 2016 Posted in M&A, Technology and innovation

The Ontario Securities Commission (OSC) recently published its Statement of Priorities for the Financial Year to End March 31, 2017 (the Statement). The Statement unveils a new area which the OSC intends to focus its key resources and actions on – cyber resilience. For many, this does not come as a surprise, particularly given the high-profile … Continue reading

Assessing corruption risks in M&A transactions

By nrfdigitalteam on October 22, 2015 Posted in Corporate finance, Governance and directors' liability

In a previous post, we discussed the importance of considering anti-corruption and bribery risks when engaging in international transactions. In connection with the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, Canada, the US and the UK, as well as an increasing number of legislatures around the world have implemented … Continue reading

IP due diligence: beyond the usual suspects

By Brian Chau on December 4, 2014 Posted in Corporate finance, Intellectual property

Conducting a due diligence review of intellectual property (IP) matters as part of a merger or acquisition has become commonplace with the growing importance of commercial IP. While most lawyers are aware of a general need to protect the more popular forms of intellectual property (patents, copyrights and trademarks) in the course of a transaction, … Continue reading