SkyLaw is the exclusive author of annual guides to Canadian M&A for Chambers and Partners, a highly respected global legal platform.
1. Trends | 5 |
1.1 M&A Market | 5 |
1.2 Key Trends | 5 |
1.3 Key Industries | 7 |
2. Overview of Regulatory Field | 8 |
2.1 Acquiring a Company | 8 |
2.2 Primary Regulators | 8 |
2.3 Restrictions on Foreign Investments | 9 |
2.4 Antitrust Regulations | 10 |
2.5 Labour Law Regulations | 11 |
2.6 National Security Review | 11 |
3. Recent Legal Developments | 11 |
3.1 Significant Court Decisions or Legal Developments | 11 |
3.2 Significant Changes to Takeover Law | 12 |
4. Stakebuilding | 13 |
4.1 Principal Stakebuilding Strategies | 13 |
4.2 Material Shareholding Disclosure Threshold | 13 |
4.3 Hurdles to Stakebuilding | 14 |
4.4 Dealings in Derivatives | 15 |
4.5 Filing/Reporting Obligations | 15 |
4.6 Transparency | 15 |
5. Negotiation Phase | 15 |
5.1 Requirement to Disclose a Deal | 15 |
5.2 Market Practice on Timing | 15 |
5.3 Scope of Due Diligence | 15 |
5.4 Standstills or Exclusivity | 16 |
5.5 Definitive Agreements | 16 |
6. Structuring | 17 |
6.1 Length of Process for Acquisition/Sale | 17 |
6.2 Mandatory Offer Threshold | 17 |
6.3 Consideration | 17 |
6.4 Common Conditions for a Takeover Offer | 18 |
6.5 Minimum Acceptance Conditions | 18 |
6.6 Requirement to Obtain Financing | 19 |
6.7 Types of Deal Security Measures | 19 |
6.8 Additional Governance Rights | 20 |
6.9 Voting by Proxy | 20 |
6.10 Squeeze-Out Mechanisms | 20 |
6.11 Irrevocable Commitments | 21 |
7. Disclosure | 21 |
7.1 Making a Bid Public | 21 |
7.2 Type of Disclosure Required | 21 |
7.3 Producing Financial Statements | 21 |
7.4 Transaction Documents | 22 |
8. Duties of Directors | 22 |
8.1 Principal Directors’ Duties | 22 |
8.2 Special or Ad Hoc Committees | 22 |
8.3 Business Judgement Rule | 23 |
8.4 Independent Outside Advice | 23 |
8.5 Conflicts of Interest | 23 |
9. Defensive Measures | 24 |
9.1 Hostile Tender Offers | 24 |
9.2 Directors’ Use of Defensive Measures | 24 |
9.3 Common Defensive Measures | 24 |
9.4 Directors’ Duties | 25 |
9.5 Directors’ Ability to “Just Say No” | 25 |
10. Litigation | 25 |
10.1 Frequency of Litigation | 25 |
10.2 Stage of Deal | 25 |
10.3 “Broken-Deal” Disputes | 25 |
11. Activism | 25 |
11.1 Shareholder Activism | 25 |
11.2 Aims of Activists | 26 |
11.3 Interference With Completion | 26 |
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