Tag archives: M&A

“Two’s company, three may be a crowd”: the importance of considering third-party beneficiaries

In a typical M&A transaction, the vendor and the purchaser are front and centre stage. The spotlight is focused on the parties to the transaction, the negotiations and “papering” the deal. However, together with their respective counsel, the vendor and purchaser must also consider the role of third-party beneficiaries. Who is a third-party beneficiary? To … Continue reading

2018 merger review thresholds for Competition Act and Investment Canada Act

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have been increased for 2018. Competition Act Canada uses a two-part test for determining whether a pre-merger notification is necessary. The two-part test is based on the size of the parties and the … Continue reading

Federal government creates new Ombudsperson to oversee corporate activity abroad

On January 17, 2018, the federal government announced two new initiatives relating to the oversight of Canadian companies doing business abroad. The first initiative is the creation of an independent Canadian Ombudsperson for Responsible Enterprise (CORE). The mandate of the CORE will be to investigate allegations of human rights abuses linked to Canadian corporate activity … Continue reading

Top M&A attractions in 2018: technology assets and international markets

According to Deloitte’s latest M&A trends report, corporations and private equity (PE) firms expect to see an acceleration of M&A activity in 2018, both in volume and size of deals, and with particular interest in technology assets and international markets. Key Findings After surveying more than 1,000 executives at corporations and PE firms on their … Continue reading

Why have a document retention policy?

The current digital age has made it easier for companies to retain an enormous volume of documents – significantly more than a company could have afforded to keep before the advent of electronic record-keeping. In response, companies have sought to upgrade their IT systems to digitize their paper records and to allow for increased storage. … Continue reading

Schedule some time for disclosure schedules

If selling your company were a vacation, preparing disclosure schedules would be the part where you plan what to bring. Pack too much and it might be a burden; pack too little and you might miss something that you really need. Not to mention that packing isn’t particularly exciting, although I have been told that … Continue reading

Taxation of cryptocurrency: unchartered territory and treacherous waters

With the recent market uproar for blockchain technology and cryptocurrency, the tax question is becoming more and more pertinent. Whether one is trading in cryptocurrency, issuing it in an effort to raise capital, hanging onto it as a long term investment, mining it or using it to access software apps, numerous questions arise. Answering these … Continue reading

FTC announces increased HSR thresholds for 2018

On January 26, 2018 the Federal Trade Commission announced increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. These reporting thresholds are revised annually based on changes in the US gross national product, and the increases will apply to all transactions that close after the effective date, which likely will be … Continue reading

Distressed debt investing: the basics

Whether it’s the tightening of the credit markets, a regulatory shift, margin erosion due to influx of competition, or structural changes such as in the retail industry as of late: there are plenty of reasons that get companies into deep water and create opportunities for distressed debt investing in Canada. The more difficult question is … Continue reading

Crypto update: January crash, securitized tokens and threats to traditional VC

Bloodbath in the CryptoMarket For the past three years in January, Bitcoin experienced significant price corrections. This year is no different – except for its magnitude. Likely exacerbated by an influx of new investors and a spike in actively traded altcoins, Bitcoin depreciated by almost 50% from its all-time high in mid-December. According to CoinMarketCap, … Continue reading

Maintaining perfection post-closing

In a secured financing transaction, such as acquisition financing, a creditor would often protect its interest by creating, attaching and perfecting a security interest by registration in the personal property of the debtor or the guarantor. Once a deal closes, secured creditors would often forget to monitor their registrations to maintain perfection. Post-closing events such … Continue reading

Signs of optimism for mining, oil-and-gas M&A activity in 2018

Overall merger and acquisition deal value involving Canadian companies totalled $216.3 billion in 2017, which was approximately 14% lower than the $251.88 billion seen in 2016, which was a decade-high level. The fall in overall value was primarily caused by a 25% decline in energy deals, according to a report in Bloomberg, which resulted in … Continue reading

What’s trending: M&A in the luxury fashion retail industry

The luxury fashion retail industry is no stranger to change, but recent notable mergers & acquisitions (M&A) have further shaped the industry’s landscape as certain luxury brands are looking to expand. A number of factors have encouraged luxury fashion houses to merge. As we mentioned in an earlier article, e-commerce has greatly affected the bottom … Continue reading

Cannabis: a budding Canadian industry

Last week, we covered EY’s recently released report (the Report) surveying the bourgeoning cannabis sector in Canada. The impending legalization of cannabis has weighty implications for the Canadian economy, but may also impact the global markets more broadly. Capital markets, the jobs market, mergers and acquisitions activity and intellectual property, among others, stand to be … Continue reading

M&A outlook 2018: find out more

Over the last 18 months there has been substantial global, geopolitical uncertainty, including the run-up to, and the eventual election of President Trump in the US presidential elections, the fall-out from the UK’s “Brexit” referendum, the elections across Europe and the North Korean crisis in Asia. These events have had global implications but somewhat surprisingly global … Continue reading

Data privacy in M&A: looking forward into 2018

With an ever-growing public awareness of the implications of data privacy (or rather, lack of data privacy), increased emphasis on best data practices is likely to influence mergers and acquisitions (M&A) in 2018 and beyond. Different jurisdictions have opted for varying kinds of regulations, each of which may affect transactions in unique ways. In particular, … Continue reading

Keeping real estate on trend with RealTech

The impact of technology can be felt across virtually all sectors of the economy and real estate is no exception. In fact, technology affects all aspects of real estate from its procurement and development to its management and use. Real estate-specific technology is often aptly referred to as “RealTech”. Explaining RealTech The KPMG White Paper, … Continue reading

Consolidation within the cannabis industry

As the government prepares for legalization of recreational marijuana this summer, Canada’s cannabis producers and distributors are bracing themselves for a period of consolidation leading up to and following legalization. A recent report published by Ernst&Young (EY) provides insight into the current state of Canada’s cannabis industry. EY surveyed 11 licensed producers and found that … Continue reading

Mining M&A: domestic and international diligence

When contemplating any merger or acquisition, a diligence review is one of the preliminary steps an acquiring company takes to fully understand what they are purchasing beyond the underlying asset. In mining transactions specifically, this diligence process can involve agreements or considerations that are unique to this industry and may extend across international borders. Two … Continue reading
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