Ontario Corporate Law and Practice has been expanded in scope, completely rewritten and given a title commensurate with its coverage, Advanced Corporate and M&A Practice. This valuable resource has been transformed to address all matters needed by practitioners of corporate and M&A law from the initial stages of starting a corporate or non-corporate organization, including shareholder rights and remedies, corporate governance, director liabilities, debt and equity financing to the ongoing challenges of a business such as fundamental changes, restructurings, audits and shareholder meetings, corporate records and mergers and acquisitions.

As a highlight, the recently expanded commentary addressing mergers and acquisitions includes:

Confidentiality and Standstill Agreements
Letters of Intent and Exclusivity Agreements
Tax Aspects of Private M&A Transactions
Negotiation of Asset or Share Purchase Agreements
Price Adjustments, Escrows and Earn-Outs
Vendor Take-Back Financing
Non-Competition and Non-Solicitation Covenants
Transitional Services Agreements
Legal Opinions in M&A Transactions
Take-Over Bids, Defences to Hostile Bids and Dissenting Shareholders
Issuer Bids
Pre-Merger Notification and Merger Review under the Competition Act
Investment Canada Act

As an illustration, Chapter 91 – Investment Canada Act – This chapter covers the scope of the ICA detailing relevant concepts of “non-Canadian”, “acquisition of control” and “Canadian business”, as well as the thresholds for a net benefit review. Also discussed are the process for submitting a notification under the ICA, the application for review process, including submitting the application form, the net benefit test and typical undertakings that are often required to secure approval. In addition, this chapter addresses the national security review process, including timing considerations and potential outcomes.

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Advanced Corporate and M&A Practice

Advanced Corporate and M&A Practice