Tag archives: risk

Cyber security: what the hack?

In a previous blog post, we discussed how to manage cyber security risks during the negotiation and due diligence stages of an M&A transaction. In this post we discuss cyber security insurance as a tool for managing this unwelcome risk. The cyber security risk Although businesses have been ramping up their information security systems, the … Continue reading

WARNING! This investment is risky

Generally, unless there is an applicable exemption, securities of a company cannot be distributed in Canada unless a prospectus has been filed. One common exemption relied upon by private companies is known as the “private issuer” exemption; however, this exemption is only available to issuers that meet certain criteria, including having less than 50 shareholders … Continue reading

M&A success and the role of audit committee

The role of the audit committee over the last several years continues to evolve in conjunction with the risks to business and financial reporting changes.  The traditional role of overseeing financial reporting and internal and external auditing now encompasses a much broader scope.  Today’s audit committees still maintain their central mandates but they also frequently … Continue reading

Make it someone else’s problem: allocating risk in M&A transactions through insurance

During the course of an M&A transaction, it is often the case that the most hotly negotiated aspects of a purchase agreement are the representations and warranties and related indemnities. This is not surprising as these are the key devices used to address allocation of risk as between the parties, and by extension, price. While … Continue reading

Webinar – M&A in 2015: Successor Liability Under the FCPA

Join us on Thursday, February 26, 2015 for a webinar on successor liability under the US Foreign Corrupt Practices Act (FCPA). Register now To minimize the risk presented by successor liability, an effective M&A due diligence plan should include an appropriately tailored, risk-based anti-corruption component. An important lesson from a recent US Department of Justice … Continue reading

Seminar – Limiting liability and allocating risk in commercial sourcing contracts

Oftentimes, there are commercial sourcing agreements that must be reviewed and/or put in place in connection with an M&A transaction. Regardless of whether you are reviewing or entering into such sourcing agreements from the perspective of a customer or supplier, it can be challenging to determine whether the terms of such sourcing contracts represent the market standard. … Continue reading