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You can’t always get what you want

McCarthy Tétrault LLP
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Canada, USA
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May 14 2013

The recent Delaware ruling in In Ancestry.com Inc. Shareholder Litigation provides a cautionary tale relating to a target company developing

OfficeMax and Office Depot merger of equals who will sit behind the CEO’s desk?

McCarthy Tétrault LLP
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Canada
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February 28 2013

One of the more interesting governance issues in any merger of equals transaction is determining which Chief Executive Officer will take the helm of

Working capital in public M&A is varying cash consideration the solution?

McCarthy Tétrault LLP
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Canada
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September 14 2012

Dealing with a target company’s working capital in the context of a public M&A transaction is often a challenge because the buyer has no recourse against the target’s former shareholders after closing if working capital is not at an agreed-upon level

Plan of arrangement a flexible “made-in-Canada” acquisition structure

McCarthy Tétrault LLP
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Canada
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May 10 2012

Our colleague Matthew Cumming recently discussed some of the most important considerations when choosing between a take-over bid and a plan of arrangement for the acquisition of a Canadian public company

The implied covenant of good faith and fair dealing: Delaware rocks on

McCarthy Tétrault LLP
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Canada, USA
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November 28 2011

Earlier this month, the Delaware Court of Chancery released its opinion in Winshall v. Viacom International, Inc

Financing condition a new item on the Canadian public M&A menu

McCarthy Tétrault LLP
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Canada
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October 19 2011

Prime Restaurants Inc., owner and operator of a network of casual dining restaurants and pubs (including one of my wife’s faves, East Side Mario’s!), announced this week that it had entered into an agreement to be acquired by Cara Operations Limited by way of a plan of arrangement under the Business Corporations Act (Ontario

The clash of the rights plan cases (redux)

McCarthy Tétrault LLP
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Canada
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October 14 2011

The Ontario Securities Commission issued an order this week in connection with a shareholder rights plan adopted by the board of directors of MOSAID Technologies Incorporated in response to a hostile bid made by Wi-LAN Inc

Which M&A representations do I really need?

McCarthy Tétrault LLP
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Canada
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August 23 2011

M&A lawyers often get stuck negotiating pages and pages of representations and warranties in purchase agreements on behalf of their buyer clients

OSC provides guidance on use of rights plans: Baffinland

McCarthy Tétrault LLP
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Canada
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March 1 2011

Recent decisions of the Ontario Securities Commission and the British Columbia Securities Commission have led to some debate about the ability of a target board of directors to effectively use a shareholder rights plan to fend off a bidder in a hostile takeover bid

OSC opens the door to "just say no" defence: shareholder rights plan maintained in the face of a hostile partial bid

McCarthy Tétrault LLP
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Canada
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October 2 2009

For many years, Canadian securities commissions have been saying that a shareholder rights plan cannot be used by a target company’s board of directors to block indefinitely a hostile take-over bid