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Canadian M&A Law

Monday, June 26, 2017 | Ideas and resources on the law of mergers & acquisitions

Category Archives: Agreements / Drafting Issues

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The Rise of Limited Conditionality Commitment Letters in Canada

Posted in Agreements / Drafting Issues, Negotiated Transactions

Limited conditionality commitment letters, a relatively new phenomenon in Canada, were developed in the United States, where sellers have typically resisted the inclusion of financing conditions in acquisition agreements. As a workaround, U.S. buyers convinced their lenders to grant financing …

Related Party Transactions: A Cautionary Note From the Delaware Court Of Chancery

Posted in Agreements / Drafting Issues, Directors’ Duties and Liabilities, Securities Law, Shareholder Rights

A recent Delaware Court of Chancery decision in In re El Paso Pipeline Partners, L.P. discusses the process surrounding related party transactions in a publicly-traded limited partnership. The Court’s opinion provides notable comments on the scope of the contractual duties …

Delaware Supreme Court Revisits Revlon Duties, clarifies meaning of “Market Check”

Posted in Agreements / Drafting Issues, Directors’ Duties and Liabilities, Marketplace Trends, Shareholder Rights

In C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, the Delaware Supreme Court reversed a ruling from the Chancery Court that had enjoined a shareholder vote on a merger for 30 days …

Earnout Trends: Balancing Buyer and Seller Interests in “Post-Closing Conduct of the Business” Covenants

Posted in Agreements / Drafting Issues, Marketplace Trends, Negotiated Transactions, Private Equity

This is the first in a series of posts dealing with issues and trends in earnouts. In this initial installment, Warren Silversmith and Tania Djerrahian provide a general overview of the purposes and features of a typical earnout agreement, followed

Ontario Court Provides Guidance on Fairness Opinions when Seeking Court Approval for Plans of Arrangement

Posted in Agreements / Drafting Issues, Cross-Border M&A, Marketplace Trends, Negotiated Transactions

The Ontario Superior Court of Justice released a decision on March 28, 2014 that provides practical insight for corporate lawyers and investment bankers in regards to the court process for plans of arrangement and the content of fairness opinions.

Justice …

Drafting an Oil and Gas M&A Confidentiality Agreement: Survey of Market Terms and Checklists

Posted in Agreements / Drafting Issues, Marketplace Trends, Negotiated Transactions

Confidentiality agreements are typically employed to protect the disclosures made by target companies to potential buyers and to require buyers to deal with the target before making a bid. As case law has demonstrated, it is essential to both …

Developments in U.S. M&A Practice: Canadian Perspectives

Posted in Agreements / Drafting Issues, Cross-Border M&A, Marketplace Trends, Negotiated Transactions, Private Equity, Securities Law, Take-Over Bids / Tender Offers

This article discusses how developments in U.S. market practice are affecting Canadian M&A from the perspectives of both negotiated transactions and public M&A deals. Richard Clark and Sean Vanderpol of Stikeman Elliott’s Toronto office share insights based on their recent …