Tag archives: M&A

Part 2: Sandbagging in M&A – is silence truly golden?

Last week we provided an overview of sandbagging in M&A transactions and outlined how buyers can mitigate their risk when an anti-sandbagging clause is included in the purchase and sale agreement. In a majority of deals, however, buyers and sellers exclude a sandbagging clause altogether, likely because they are not able to find a mutually agreeable … Continue reading

Post-M&A rebranding trends

The decision whether to re-brand following an M&A transaction can be a difficult one for companies to make. In order to maximize the value from the acquired brand, companies need to decide whether transitioning the asset to a new brand is the appropriate strategy, how to go about rebranding the acquired asset, and the appropriate … Continue reading

The interesting thing about M&A is…

Many predicted that 2017 would be another record year for Canadian mergers and acquisitions (M&A). There are also currently some predictions that interest rates will continue to rise despite the recent announcement of a contraction in the economy. In this blog post we consider these two factors. As depicted in Figure 1 below, while 2017 … Continue reading

A look at the venture capital landscape in Canada

PwC has recently released the 2017 MoneyTree Canada report  for Q3 2017 (the Report), which provides insight into the landscape for equity financings in emerging venture capital (VC) backed companies headquartered in Canada.  While it may come as no surprise that financing activity has increased in Q3 2017, the magnitude of the increase, especially for … Continue reading

Shareholders’ agreements: right of first refusal versus right of first offer

It is common for shareholders of a closely held corporation to set out the rules that govern their relationship vis-à-vis one another in the form of a shareholder agreement. One key concern for shareholders when negotiating a shareholder agreement is controlling the transfer of shares to unknown or undesirable persons, while still maintaining liquidity in … Continue reading

Rising retail bankruptcies present ample opportunity for distressed investors

The recent giant retail bankruptcy filings by Toys ‘R’ Us and Sears Canada are not standalone cases in the retail sector. According to the recent Quarterly Report Of Business Bankruptcy Filings, in 2016, the United States experienced a year-on-year increase of 26% in the number of retail company bankruptcy filings. The sector generated 15.77% of … Continue reading

Registering and discharging intellectual property security interests

Intellectual property often forms an important part of a target’s assets, especially for start-ups and high-tech companies. It is important for both the purchaser and the vendor to understand the security registration and discharge process in intellectual property assets. Registration Pursuant to the provincial Personal Property Security Acts, Intellectual property is considered a type of … Continue reading

M&A: the automotive industry’s new fuel?

Automotive technologies are evolving rapidly and impacting not only drivers’ automotive experiences but also, the automotive industry more broadly. From assistive technologies like bicycle sensors and back-up cameras to self-driving technologies, it appears that technological innovation will be critical in order for automotive companies to maintain their relevance and competitive edge in the marketplace. However, … Continue reading

Competition Act merger filing fees likely to jump in 2018

The Canadian Competition Bureau has started the process to increase the fee that must be paid when filing a pre-merger notification or seeking an advance ruling certificate under the Competition Act.  The fee is currently $50,000, and the Bureau is seeking permission to increase the fee to up to $72,000, effective April 1, 2018.  Any … Continue reading

A growing appetite for food and beverage companies

After a year since we first reported that acquisitions of natural and organic food manufacturers had increased demonstrably, the trend has not wavered. Companies in the food and beverage industry that are branded with a view to promoting health and wellness have garnered an increasing amount of attention. This attention in recent years has not … Continue reading

IP representations and warranties in tech M&A

When negotiating an M&A deal involving a technology company, parties need to pay particular importance to the representations and warranties regarding the target company’s intellectual property (IP). In a recent Forbes article, “18 Key Issues in Negotiating Merger and Acquisition Agreements for Technology Companies”, Richard Harroch addressed some of the standard issues that come with every … Continue reading

Cross border M&A in 2017

Following the surge of mergers and acquisitions in the final quarter of 2016, many attempted to predict whether 2017 would follow suit. For instance, the Financial Times anticipated that the increase in mergers and acquisitions would carry into 2017. Similarly, JP Morgan forecasted that companies would adapt and cross-border deals would continue to surge, despite political changes and … Continue reading

Libor retirement and implications for contracts tied to it

The London Interbank Offered Rate (Libor), the interest rate benchmark used to calculate interest rates on short-term loans by many large banks, will be phased out after 2021 according to its regulator. The London based Financial Conduct Authority (FCA) recently announced that due to growing concerns regarding the long term sustainability of the benchmark, which … Continue reading

“Shop-in-shop” retail: perfecting your security interest

In today’s business world, we continue to see creative interconnection among businesses. These arrangements are often motivated by a desire for companies to attain certain benefits of M&A transactions (such as synergies) without incurring certain costs (such as loss of autonomy and heightened transactional expenses). In the retail sector, a “shop-in-shop” business arrangement has become … Continue reading

Protecting trade secrets in M&A

Trade secrets and confidential information are a cornerstone to most successful intellectual property strategies.  Trade secrets provide important competitive advantages that augment the profitability and value of a business.  The importance and value of trade secrets have been recently confirmed by substantial damage awards, broad enforcement and the introduction of specific legislative protection in the … Continue reading

Private equity investments in healthcare: a look into the future

Last year was a record-breaking year for private equity investments in the healthcare industry, with a total disclosed deal value reaching $36.4 billion by the end of 2016. Mid-year reviews of 2017 indicate a downward trend in the number of private equity investments but a significant increase in the value of investments compared to 2016. … Continue reading

Drafting a non-binding letter of intent

In August 2004, Graham Allen mentioned to his friend and neighbour, Kim Wallace, that he was interested in selling his business. Wallace in turn expressed interest in purchasing the business. The two of them discussed and negotiated for weeks and, finally, after Allen refused to sign two earlier versions that “left too much up in … Continue reading

The perfect union: maximizing post-integration value

As we have discussed in previous posts, the post-closing phase of an M&A deal can be a difficult one, with 30% of integration deals not achieving their revenue goals. Competing organizational structures, technology, and cultures between the integrating companies often decrease revenue and productivity. Our experience suggests that the following are helpful tips to facilitate … Continue reading
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