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Articles by Neil Kravitz
Unsolicited Takeover Bids In Canada
Bradley A. Freelan’s articles from Fasken are most popular: within Corporate/Commercial Law topic(s) in United States with readers working within the Healthcare, Law Firm and Construction & Engineering industries Fasken are most popular: within Criminal Law and Law Department Performance topic(s) with Senior Company Executives, HR and Finance and Tax Executives Takeover bids are one of the two main ways to acquire a public company in Canada.
2026 Shareholder Activism In Canada: The Legal Framework
F Fasken More Fasken is a leading international law firm with more than 700 lawyers and 10 offices on four continents. Clients rely on us for practical, innovative and cost-effective legal services. We solve the most complex business and litigation challenges, providing exceptional value and putting clients at the centre of all we do. For additional information, please visit the Firm’s website at fasken.com.
Activisme actionnarial au Canada en 2026: cadre juridique
Fasken (French) are most popular: with readers working within the Healthcare industries L'activisme actionnarial est fermement ancré dans le paysage commercial du Canada, qui s'est avéré un terreau fertile pour les dissidents. Ce guide donne un aperçu concis, mais complet, des tactiques clés et des questions juridiques connexes à connaître en ce qui concerne l'activisme des actionnaires au Canada.
Droits d'évaluation dans les F&A de sociétés ouvertes : structure, prix de l'opération et cours des actions
Fasken (French) are most popular: within Insurance topic(s) in Canada with readers working within the Automotive and Healthcare industries En cas de dissidence et de désaccord sur l'évaluation dans le cadre d'une opération canadienne de fusion et acquisition visant une société ouverte, la [traduction] « seule règle véritable » est que le tribunal doit tenir compte de toutes les preuves pertinentes pour déterminer la juste valeur.
Appraisal Rights In Public M&A: Deal Structure, Deal Price, And Trading Price
Samuel Li’s articles from Fasken are most popular: in Canada Fasken are most popular: within Law Department Performance topic(s) with Senior Company Executives, HR and Finance and Tax Executives with readers working within the Banking & Credit, Business & Consumer Services and Healthcare industries The "one true rule" in dissent and appraisal disputes in Canadian public M&A is that the courts will consider all relevant evidence in deciding fair value.
Tariffs, Cross-Border M&A And The "Ordinary Course Of Business"
The trade tensions currently unfolding between the U.S. and Canada are highly unusual. What, then, would be an "ordinary course" reaction by a Canadian target to such unprecedented circumstances? As corporate and financial dealmakers scan the market for opportunities, this question has become front of mind for U.S. buyers considering a Canadian acquisition.
As Trade Tensions Rise, Canadian Lawmakers Should Better Protect Investors In Canadian Public Companies
The unfolding trade tensions initiated by the new U.S. administration have galvanized the Canadian public to address various overdue internal housekeeping matters to prepare for a future with greater independence from the U.S. Among these should be amending corporate law in Canada to expressly allow target companies to claim for lost shareholder premium against a delinquent buyer in a busted public M&A deal.
How The Moelis DGCL Amendments Moved Delaware And Canada (A Little) Closer Together: What U.S. Private Equity And Venture Capital Should Know
2024 was an eventful year for shareholders under Delaware corporate law, and one both private equity and venture capital watched with great interest. Perhaps most notably, in August 2024, the Delaware General Corporation Law ("DGCL") was amended to abrogate various earlier Delaware Court of Chancery rulings that many U.S. lawyers considered inconsistent with market practice.
Tariffs, M&A And "Ordinary Course Of Business" Covenants
A tariff war between the U.S. and Canada would be highly unusual. What, then, would be an "ordinary course" reaction by a Canadian target to such unprecedented circumstances? In our previous update, we explored the complex interaction of tariffs and "material adverse effect" ("MAE") clauses in M&A. We now explore the equally complex interaction of tariffs and "ordinary course of business" covenants ("ordinary course covenants") in M&A.
Canadian Publicly Traded Companies Need More Recourse When Mergers Fall Through
Imagine you sign an agreement of purchase and sale to sell your house for $1-million after a bidding war, but after the buyer illegitimately backs out, you're only able to sell it for $800,000. The law is clear as day that you can sue the first, delinquent buyer for the difference, namely $200,000. Somewhat strangely, however, it doesn't always work the same way where Canadian public companies are involved.
Shareholder Activism In Canada: The Legal Framework
F Fasken More Fasken is a leading international law firm with more than 700 lawyers and 10 offices on four continents. Clients rely on us for practical, innovative and cost-effective legal services. We solve the most complex business and litigation challenges, providing exceptional value and putting clients at the centre of all we do. For additional information, please visit the Firm’s website at fasken.com.
Tariffs, M&A And Material Adverse Effect (MAE) Clauses
Can tariffs trigger a "material adverse effect" (MAE) in an M&A transaction and what components of a MAE clause will be pivotal in deciding the point? This question is quickly becoming front of mind for Canadian dealmakers. History instructs that periods of abrupt macroeconomic uncertainty – see 9/11, the 2008 financial crisis, and the COVID-19 pandemic – increase the incidence of MAE disputes in M&A.
Fasken's 2025 M&A Forecast
As 2025 begins, what can we expect in Canadian M&A in the year ahead? The second half of 2024 saw a resurgence in M&A in Canada, a welcome development after the depressed deal volumes of 2023. There are conflicting signals regarding the road forward, but with cause for optimism overall.
IPOs And Going Public In Canada
This Guide provides private companies an overview of the process for obtaining a public listing in Canada and highlights key considerations for the company and its principal stakeholders both prior to and throughout the going public process. Part 1 outlines various matters that a private company should consider before deciding to go public, and provides a summary of the principal methods of completing a public listing in Canada.
Private M&A Into Canada 2023: What US Buyers Should Know
Canadian private M&A and business practice are very similar to the US. As such, US buyers can generally expect fewer surprises heading north than into other foreign jurisdictions. For these and other reasons, Canada is one of the most popular destinations for US outbound M&A, both in deal volume and deal value. We've prepared this overview of private M&A into Canada to facilitate cross-border investment.
Caution: Where Canada Departs From Delaware On MAE Clauses And Ordinary Course Covenants
The past two years have seen numerous bulletins on Canada's two monumental M&A decisions arising from the COVID-19 pandemic. Unfortunately, however, much of this analysis is substantially undermined by an incorrect or incomplete understanding of Delaware law by Canadian legal commentators.
Acquiring a Canadian Public Company
Acquiring a Canadian Public Company CAPITAL MARKETS AND MERGERS & ACQUISITIONS GROUP Corporate Law Firm of the Year Copyright © 2023 Fasken Martineau DuMoulin LLP All rights reserved. All information and opinions contained in this publication are for general information purposes only and do not constitute legal or any other type of professional advice.
Acquiring A Canadian Public Company 2023
Introduction This Guide offers preliminary assistance to those considering acquiring a Canadian public company. It provides a brief overview of certain legal considerations for acquirors, including relating to corporate and securities law, tax, competition (antitrust), foreign investment review and labour and employment. Each transaction has its own unique facts and circumstances for consideration and we welcome any questions that you have.
Ordinary Course Covenants: Australia's Highest Court Addresses An Important Question Left Open By AB Stable, And Lessons For Cross-Border M&A
The importance of the decisions of the Delaware Court of Chancery and Supreme Court in AB Stable to M&A practice are hard to overstate. Simply put, the decisions provide a deep dive into the interpretation and application of ordinary course covenants to a degree previously unseen. That said, AB Stable left a significant question unanswered: when might an obligation to comply with law or government guidelines be read into an ordinary course undertaking otherwise silent on the point?
Shareholder Activism in Canada: The Legal Framework
Overview Shareholder activism is now firmly entrenched in the Canadian corporate landscape, and Canada has proven fertile ground for dissidents. This guide provides a brief overview of key tactics and related legal considerations fundamental to shareholder activism in Canada. We first consider the tactics available to an activist under Canadian law. We then consider potential target responses and how an activist may counter such defensive tactics.
M&A Guide: Acquiring A Canadian Public Company
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