Tag archives: post-closing

COVID-19 Series: Considerations and Modifications of Certain Provisions in M&A Agreements (Valuation and Post-Closing Pricing Mechanisms)

By nrfdigitalteam on August 13, 2020 Posted in M&A

In recognition that businesses are adjusting to their “new normal” and some companies are exploring acquisitions or divestitures as opportunities to strengthen their bottom line, we will be publishing a series of blogs aimed at highlighting some of the considerations and key drafting areas in a purchase and sale agreement that parties to Canadian private … Continue reading

Creating value beyond the deal

By Troy Ungerman (Toronto) on March 7, 2019 Posted in M&A

In today’s M&A market, dealmakers are increasingly under pressure – resulting from increased disruption, industry convergence, technological change and the need to shift to new business models to stay competitive – to maximize and deliver value from each deal they do. One would think, therefore, that value creation would be a priority for dealmakers. However, … Continue reading

Strategies for parenting start-ups, post-acquisition

By nrfdigitalteam on January 17, 2019 Posted in M&A, Technology and innovation

In recent years, we have seen more acquisitions of start-ups by big corporations in the tech industry, healthcare, retail, fashion, beauty, food, and transportation. The benefits of M&A transactions in these sectors has been more widely recognized. For instance, for a start-up, partnering with a large corporation provides broader market access, deeper industry knowledge and … Continue reading

Shareholder representatives in M&A

By Troy Ungerman (Toronto) on April 7, 2016 Posted in Corporate finance

The post-closing process can be complex and time consuming. Hiring a professional independent shareholder representative to manage post-closing matters, such as purchase price adjustments, indemnification claims, earn-outs and escrow management, may be beneficial for target shareholders and management. In recent years, shareholder representatives have been commonly used in the U.S., and they are becoming increasingly … Continue reading

Managing the psychological impact of M&A

By Matthew Lau (Toronto) on November 26, 2015 Posted in Corporate finance, Employment and labour

Studies reveal that 50 to 70% of M&A transactions ultimately fail to realize expected synergies and, in fact, many actually dilute shareholder value. One of the causes of M&A failures is that companies often neglect to adequately consider the psychological impact of M&A on their employees. Will I be laid off? Will I be moved … Continue reading

Employee retention: good people equals better results

By nrfdigitalteam on October 29, 2015 Posted in Corporate finance, Employment and labour

Human capital is a critical component of any merger or acquisition. High profit margins and synergistic gains cannot be realized without key talent who are able to motivate employees to achieve high levels of performance. Although there is no simple solution to retaining top performers, retention strategies should be adopted in any merger or acquisition. … Continue reading

Locking the box: an emerging tool to avoid post-closing negotiations

By Alexander Schmitt (Toronto) on January 29, 2015 Posted in Corporate finance

In Canada, private M&A transactions have long followed a familiar structure: the parties settle on a “cash free, debt free” price, which then must be adjusted post-closing to account for the target’s actual cash, debt and working capital (or other measures such as net assets) in an effort to reach the true “equity value” of … Continue reading