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Results: 1-10 of 193

As the dust begins to settle: assessing the impact of recent M&A deal turmoil

  • McCarthy Tétrault LLP
  • -
  • Canada, USA
  • -
  • February 24 2009

For a number of years leading up to early 2007, we saw record growth in mergers and acquisitions activity both in North America and beyond

BCE - the deal is dead but the Supreme Court decision will live on

  • Gowling Lafleur Henderson LLP
  • -
  • Canada
  • -
  • February 5 2009

Although the BCE privatization LBO failed to close, its legal consequences will have a significant effect on corporate law for years to come

BCE Inc. v. 1976 Debentureholders

  • Dentons
  • -
  • Canada
  • -
  • December 19 2008

On December 19, 2008, the Supreme Court of Canada (the "SCC") released the detailed reasons for its decision of June 20, 2008, in the matter of BCE Inc

Non-disclosure covenants and standstill provisions: a dynamic duo

  • Cassels Brock & Blackwell LLP
  • -
  • Canada
  • -
  • July 13 2009

In the complex world of mergers and acquisitions, the steps taken by and documents exchanged between acquirors and targets in a courting phase can have dramatic consequences, especially when it comes to the execution of non-disclosure agreements with standstill provisions and the delivery of confidential information during a due diligence process

Fiduciary duties of directors

  • Borden Ladner Gervais LLP
  • -
  • Canada
  • -
  • May 11 2009

The recent troubles that Satyam Computer Services has faced stemming from the admission of its chairman to the manipulation of its financial information, has triggered a debate in India about corporate governance and the duties of directors

Foreign spin off transactions and dividend in kind - conflicting rulings that reinforce an earlier precedent

  • Gowling Lafleur Henderson LLP
  • -
  • Canada
  • -
  • September 15 2011

On June 29, 2007, Tyco International Ltd. (“Tyco”) underwent a corporate reorganization that involved spinning off Tyco Electronics Ltd. (“Electronics”) and Covidien Ltd. (“Covidien”), and a stock consolidation

$16 million awarded for breach of bought deal engagement letter by dealer

  • Heenan Blaikie LLP
  • -
  • Canada
  • -
  • March 14 2013

On March 1, 2013, the Ontario Superior Court of Justice determined that Stifel Nicolaus Canada Inc. (formerly Thomas Weisel Partners Canada Inc

Quebec Court of Appeal clarifies duties of care of directors and officers of early-stage companies

  • Norton Rose Fulbright Canada LLP
  • -
  • Canada
  • -
  • October 30 2012

In a recent decision, the Quebec Court of Appeal unanimously overturned a Quebec Superior Court judgment, thereby dismissing an oppression remedy complaint under the Canada Business Corporations Act (the CBCA) against the directors of an early-stage technology company that had received a venture capital investment as well as the investee company itself

Lesson for companies aquiring financing: tort for breach of confidence cannot be modified by confidentiality agreement

  • McCarthy Tétrault LLP
  • -
  • Canada
  • -
  • August 28 2013

The recent case Scott & Associates Engineering Ltd. v. Finavera Renewables Inc. serves as a warning to many companies, in particular, technology

Recent Delaware decision on cancelling options in M&A transactions

  • McCarthy Tétrault LLP
  • -
  • Canada, USA
  • -
  • November 30 2007

An important consideration in structuring any change of control or merger transaction (particularly all-cash ones), is how best to deal with outstanding options, warrants and other rights to acquire the target’s common shares, i.e., how to ensure that all such options and other rights have been exercised, cancelled or otherwise dealt with in a manner satisfactory to the acquiror on or prior to closing, this being a standard condition in merger transactions