Tag archives: real property

Understanding landlord consents in share and asset purchase transactions

Transactions, whether share or asset purchase, may involve the transfer of real property interests. Some important considerations when drafting agreements for these transactions are:

  • Are there any leases that are a part of the transferred assets?
  • If so, is landlord consent required for assignment or change of control under these leases?
  • Are the leases material, such that failure to maintain or transfer the lease on closing will materially adversely impact the deal?

Landlord consents are a crucial aspect of such deals and proper drafting of the agreement and interpretation of landlord consent provisions in leases can save time and undue … Continue Reading

eSports: a new MVP for real estate?

As we have previously discussed, the eSports industry has garnered immense popularity and is projected to grow considerably. While this projected growth may present new targets for acquisitions, partnerships, sponsorships and the like, it may also create new real estate opportunities – specifically, in the form of eSports stadiums and arenas. Although likened to traditional sports stadiums and arenas, the infrastructure, facilities and amenities of their eSports counterparts will be quite different. Most notably, these venues will be constructed with an emphasis on the “fan experience” and technology. The eSports stadiums and arenas already in operation throughout the … Continue Reading

Private equity and Canadian partnerships: tax considerations

Canada continues to be an attractive market for private equity (“PE“) investors with recent transactions highlighting significant investments into Canadian real estate and energy infrastructure assets.

Partnerships (particularly, limited partnerships) continue to be a popular PE vehicle, providing a means of pooling and aggregating investment funds and allowing for income or losses to be “flowed-through” to its members for Canadian tax purposes, subject to certain exceptions.

However, the use of partnerships with non-resident investors in PE investments raises two particular issues.

Withholding Tax

Part XIII of the Income Tax Act (Canada) (the “Tax Act“), requires that … Continue Reading

Lease considerations in the M&A context – Part 2

In a previous post we began exploring lease considerations that landlords and parties to asset purchase and sale transactions should be aware of in the M&A context, including that many commercial leases will require landlords’ prior written consent to an assignment and that the original tenant/assignor typically will not be released from its covenant absent landlords’ agreement (notwithstanding any assignment). We went on to discuss some strategies to mitigate this issue from a seller/assignor perspective, such as requiring releases and/or a replacement covenant from the purchaser/assignee as a condition precedent to closing.

From a purchaser/assignee perspective, in addition to wanting … Continue Reading

LexBlog