The Ontario Capital Markets Tribunal recently released its highly anticipated reasons for cease trading a shareholder rights plan adopted by Bitfarms Ltd. (Bitfarms) with a 15% trigger (15% Rights Plan). In Riot Platforms,...more
11/22/2024
/ Bitcoin ,
Bitcoin Mining ,
Canada ,
Capital Markets ,
Exceptional Case ,
Ontario Securities Commission (OSC) ,
Poison Pill ,
Public Interest ,
Securities Act ,
Shareholder Rights ,
Takeover Bids ,
Threshold Requirements ,
Tribunals
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
10/11/2023
/ Anti-Avoidance ,
Business Judgment Rule ,
Canada ,
Change of Control ,
Competition Act ,
CRTC ,
Directors ,
Disclosure Requirements ,
Fiduciary Duty ,
Financing ,
Foreign Private Issuers ,
Hostile Offers ,
Insider Trading ,
Investment Banks ,
Investment Company Act of 1940 ,
Minority Shareholders ,
Ontario Securities Commission (OSC) ,
Public Disclosure ,
Purchase Agreement ,
Regulatory Requirements ,
Related Parties ,
Reorganizations ,
Restructuring ,
Safe Harbors ,
Scheme of Arrangement ,
Securities ,
Securities Regulation ,
Share Sale and Purchase Agreements (SPAs) ,
Shareholders ,
Substantive Rule ,
Takeover Bids ,
Target Company ,
Valuation
Types of M&A Transactions –
– Takeover bids (like a U.S. tender offer)
– Plans of arrangement
– Amalgamations (like a U.S. merger)
– Asset sales
– Share sales (e.g., private purchase of control block)
–...more
11/5/2021
/ Acquisition Agreements ,
Canada ,
Corporate Sales Transactions ,
Cross-Border Transactions ,
Foreign Investment ,
Foreign Investment Entities (FIEs) ,
Foreign Ownership ,
Investment Banks ,
Merger Agreements ,
Plan of Arrangement ,
Takeover Bids ,
Tax Liability