Roundtable Introduction and Discussion of Recent Activities
Approval of Minutes of Last Meeting
David Swerdloff of Day Pitney LLP will discuss the recent Delaware Chancery Court decision of In Re Shawe v. Elting, LLC (Del. Ch. No. 966-1CB; August 13, 2015) regarding the court-ordered sale of a highly profitable corporation because of stockholder deadlock.
Overview of Canadian M&A Considerations and Legal Issues
in Acquiring and Operating Businesses in Canada
Jay Lefton, a partner in the Toronto office of Borden Ladner Gervais LLP, Canada’s largest law firm, will present an overview of key issues that US attorneys need to understand in order to advise clients in acquiring a Canadian business or otherwise establishing a presence in Canada. Jay will identify various corporate, employment, tax and IP issues, and discuss the effect of Canada's privacy, anti-spam, anti-trust and Investment Canada Act legislation and the Civil Code regime in Quebec. All of these issues are relevant when establishing a new business in Canada, as well as from a due diligence perspective in conducting M&A in Canada in various sectors, including tech and real estate.
Based upon his participation in the ABA's Market Trends studies, Jay will identify various key "deal point" differences between US and Canadian practice, and will describe various methods of doing Canadian M&A, including using "amalgamations" and court-approved "plans of arrangement", as well as identifying issues of relevance under the Competition Act. Consideration will also be given to transactions where the non-Canadian acquiror is paying some or all of the purchase price in its own equity (including a discussion of using "exchangeable shares"). The law and practice relating to the use of restrictive covenants will be discussed in the context of both M&A transactions and more generally in employment relationships.