Enforcement of restrictive covenants in commercial transactions

By Troy Ungerman (Toronto) on April 17, 2018 Posted in Employment and labour, M&A

Restrictive covenants are often a key mechanism by way of which the buyer of a business is able to protect the value of their purchase. Indeed, in a 2017 review of legal trends in Canadian private M&A, Thomson Reuters has reported that non-competition covenants were found in 52% of the closing conditions of share acquisition … Continue reading

Governing law clauses: “without regard to conflict of law”

By Troy Ungerman (Toronto) on May 16, 2017 Posted in M&A

Contracting parties will typically consider a “governing law” provision, which identifies the proper law of a contract by express intention. A governing law provision applies to the substantive issues of the contract, provided that it is bona fide, legal and not contrary to public policy. Such provisions will identify the preferred jurisdiction of governing law … Continue reading

Protecting buyers in M&A transactions: trends in the use of indemnification provisions

By Carole Gilbert (Montreal) on June 1, 2016 Posted in Corporate finance

Allocating liability between buyers and sellers for the business and operating risks of a target company in M&A transactions is key to assessing what might be an appropriate purchase price for the transaction. As a result, the indemnification provisions in a purchase agreement are heavily negotiated with buyers seeking to limit their post-closing damages and … Continue reading