Tag archives: litigation

Dealing with pending or threatened litigation in M&A

By Jamie Parker on December 11, 2019 Posted in Litigation, M&A

A significant consideration when considering an M&A target can be the impact that pending or threatened litigation has on the proposed transaction. While some organizations may balk at the idea of acquiring a target that is (or is likely to be) the subject of a lawsuit, such companies are often available at significant discounts to … 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

Delaware North? The (potential) rise of appraisal litigation in Canada

By Alexander Schmitt (Toronto) on October 1, 2015 Posted in Corporate finance

Under Delaware law and most Canadian corporate statutes, a shareholder who votes against a fundamental transaction—such as a going-private transaction or a sale of all or substantially all of the corporation’s assets—is entitled to object to the consideration offered and in turn require payment of the “fair value” of his, her or its shares as … Continue reading

Post-deal litigation: what it is and how to avoid it

By Troy Ungerman (Toronto) on October 23, 2014 Posted in Corporate finance, Litigation

A recent article by PWC which appeared in Lexpert Magazine draws attention to a phenomenon that is pervasive in the United States and is becoming much more common in Canada: post-deal litigation. What is it? Increasingly, shareholders are filing lawsuits to challenge M&A transactions. The litigation often takes the form of a class action, with … Continue reading