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Canadian M&A Law

Thursday, March 23, 2017 | Ideas and resources on the law of mergers & acquisitions

Category Archives: Take-Over Bids / Tender Offers

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Proposed changes to take-over rules aim to level playing field among boards and bidders

Posted in Defensive Tactics, Take-Over Bids / Tender Offers

Yesterday, the Canadian Securities Administrators published their eagerly anticipated proposed amendments to the Canadian take-over bid regime (the Proposed Amendments). Specifically, the Proposed Amendments will result in changes to the current rules governing take-over bids by extending the mandatory minimum …

BCSC Allows Shareholder Rights Plan to Survive Almost 160 Days

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Marketplace Trends, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

On May 2, the British Columbia Securities Commission (BCSC) ruled on an application by HudBay Minerals Inc. to cease-trade Augusta Resource Corporation’s shareholder rights plan (the Pill).  While the BCSC panel granted an order cease-trading the Pill as at 5:00pm …

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 …

Energy M&A in Canada: The Top Ten Trends for 2013

Posted in Competition / Foreign Investment, Cross-Border M&A, Marketplace Trends, Private Equity, Take-Over Bids / Tender Offers

It’s generally agreed that 2012 was a difficult year for the oil and gas industry in Canada. No part of the industry was spared from challenging times. Indications of these difficulties included:

  • Persistent wide differentials in prices for Canadian oil

Canadian M&A in 2013 – Part II

Posted in Cross-Border M&A, Defensive Tactics, Marketplace Trends, Private Equity, Proxy Fights, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

In the second of a two-part series looking at the state of M&A law in Canada, members of Stikeman Elliott’s national M&A group discuss 2013′s top issues and trends from a variety of perspectives. Part Two includes reports on developments …

Canadian M&A in 2013

Posted in Competition / Foreign Investment, Controlled Auctions, Cross-Border M&A, Defensive Tactics, Employment and Pension Issues, Marketplace Trends, Negotiated Transactions, Private Equity, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers, Tax Issues

In the first of a two-part series looking at the state of M&A law in Canada, members of Stikeman Elliott’s national M&A group discuss 2013’s top issues and trends from a variety of perspectives. Part One begins with an overview …

Journal Article Suggests Repeal of Defensive Tactics Policy

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

Stikeman Elliott partners Sean Vanderpol and Ed Waitzer recently published an article in the Osgoode Hall Law Journal that questions the current emphasis on the primacy of shareholder choice in the case of take-over transactions under Canadian securities regulations. Entitled …

Delaware court won’t stop shareholder meeting to approve merger from going ahead, holding that disclosure issues cited were not material

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Shareholder Rights, Take-Over Bids / Tender Offers

Unless unhappy shareholders make a really strong case, Delaware courts appear reluctant to issue injunctive relief against proposed transactions in a weak M&A market.

Wayne County Employees’ Retirement System v. Corti et al.
Court of Chancery (Delaware)
July 1, 2008 …

Alberta judge holds market valuation soundest basis for deciding fair value of dissenters’ shares; dissenters not permitted to take advantage of spike in market price after first stage of two-step transaction

Posted in Directors’ Duties and Liabilities, Shareholder Rights, Take-Over Bids / Tender Offers

Also rejects dissenters’ claim for far higher valuation based on future possibilities, even though some of these had been touted by company in its marketing efforts
Deer Creek Energy Ltd. v. Paulson & Co., Inc.
Court of Queen’s Bench (Alberta)…