The 2020 M&A Deal Terms Study published by SRS Acquiom on May 5, 2020 provides an overview of market trends based on an analysis of over 1,200 of their private-target M&A transactions which closed between 2015 and 2019. The vast
Timely disclosure
Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets
The blog published by Fasken Martineau DuMoulin LLP focuses on corporate and securities law topics relevant to public companies, particularly those listed on Canadian stock exchanges such as the TSX. It covers regulatory updates, proxy season developments, disclosure obligations, corporate governance issues including director elections and majority voting policies, prospectus exemptions like the Listed Issuer Financing Exemption (LIFE), and shareholder meeting procedures. The blog also addresses continuous disclosure requirements, proxy advisory firm guidelines, and amendments to the Canada Business Corporations Act affecting distributing corporations. It provides practical insights into compliance and governance challenges faced by issuers in the Canadian capital markets.
Latest from Timely disclosure - Page 5
Diagnosing the impact of COVID-19 on representation and warranty insurance
According to the 2019 ABA Private Target M&A Deal Points Study, in the US 52% of purchase agreements examined included references to representation and warranty insurance (“RWI”)[1]. While this trend seems less pervasive in Canada, we are witnessing…
Terminations of M&A Transactions: Lessons Learned from Victoria’s Secret and WeWork
The global coronavirus pandemic has undoubtedly had an impact on businesses and M&A activity worldwide. In light of current events, companies negotiating deals and the lawyers penning the contracts are paying closer attention to the paperwork. In particular, careful drafting…
Canadian Securities Regulators Provide Guidance on Public Disclosure in Time of COVID-19
With the COVID-19 outbreak still ongoing, many public issuers are fighting to keep their business alive, while others are trying to reinvent their modus operandi or simply seeking new business opportunities. Regardless of the situation, executive teams are attempting to…
Canadian Securities Administrators Expand COVID-19 Response – Relief for Companies with Delayed Meetings
On May 1, 2020, the Canadian Securities Administrators (CSA) issued a news release, announcing local blanket orders (Blanket Orders) for market participants in connection with meetings delayed as a result of the COVID-19 crisis. This relief is in addition…
MAC Attack – Rifco and CanCap Dispute to be Examined Further
Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in mergers and acquisitions agreements and the hearing held last week in connection with an application for the final order (“Final Order Application”) in respect of the…
COVID-19 and MACs – A Potential Canadian MAC Decision on its Way
Further to our earlier post discussing COVID-19 and Material Adverse Change (“MAC”) provisions in M&A Agreements that addressed the lack of relevant Canadian court decisions and the associated uncertainty in their interpretation, Canadian capital market participants are watching with keen…
Proxy Voting Guidelines in the COVID-19 Context
Against the backdrop of the COVID-19 pandemic and the novel challenges with which public companies around the world have been faced, Glass Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), two established proxy advisory firms, have released…
Several Issuers Using CSA’s Local Blanket Relief From Reporting Deadlines
On March 23, 2020, the Canadian Securities Administrators published local blanket orders for market participants that provide a 45-day extension for periodic filings normally required to be made by market participants on or before June 1, 2020.
As of April 21, 2020,…
Update – Public Disclosure in the Time of COVID-19
The author wishes to thank Jean-Michel Lapierre, Jean-Pierre Chamberland and Gilles Leclerc for their advice and contributions.
Everything has changed. Not so long ago, we were continuing the longest winning streak in market history -11 years of bull market. Now,…