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
The latest edition of Davies’ Governance Insights is now available. In this issue, we explore 10 important trends that will help general counsel and boards navigate the year ahead. In order to help you with your strategic...more
1/25/2024
/ Activist ,
Artificial Intelligence ,
Canada ,
Canada Revenue Agency (CRA) ,
Canadian Securities Administration ,
CBCA ,
CEOs ,
Competition Act ,
Confidential Information ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Glass Lewis ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Target Company
What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more
1/11/2024
/ Breach of Contract ,
Buyers ,
Damages ,
Elon Musk ,
Mootness Fee Applications ,
Premiums ,
Purchase Agreement ,
Sellers ,
Shareholders ,
Target Company ,
Termination Fees ,
Twitter
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