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
In a first for Canadian securities laws, on October 20, 2023 Ontario’s Capital Markets Tribunal (Tribunal) released substantive guidance on the meaning of the “necessary course of business” (NCOB) exception to the prohibition...more
11/2/2023
/ Burden of Proof ,
Capital Markets ,
CEOs ,
CFOs ,
Disclosure ,
Good Faith ,
Insider Information ,
Insider Trading ,
MNPI ,
Purchase Agreement ,
Regular Course of Business ,
Securities Act ,
Tribunals
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