Canada

CANADIAN UPDATE – Top Competition and Foreign Investment Review Trends and Issues for 2020

*This article was originally distributed on January 21, 2020 In our annual forecast of the year ahead for Canadian competition and foreign investment review law, we evaluate how developments in 2019 will influence these areas of the law in 2020. We discuss below the main issues and trends to watch for this year. Continued Focus … Continued

Editors’ Note: This article was co-authored by John Bodrug, Anita Banicevic and Jim Dinning, partners at Davies Ward Phillips & Vineberg LLP (Toronto).

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U.S. UPDATE – 2020 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2020 Checklist for Successful Acquisitions in the United States M&A continued its robust pace in 2019, with nearly $3.9 trillion in global deal volume for the year, the third-highest volume of the last decade.  The U.S. market was particularly strong, making up for relative weakness in Europe and Asia.  The boom was … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan, Amy R. Wolf and Matthew T. Carpenter.

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CANADIAN UPDATE – Canadian Foreign Investment Review Annual Report Confirms Shift in Emphasis Toward National Security Concerns

The official Annual Report under the Investment Canada Act (ICA) for the fiscal year 2018-19 was released at the end of 2019. This document sets out various statistics and other noteworthy developments during that time frame (i.e., April 1, 2018 to March 31, 2019) relating to the two review processes under the ICA: the “net … Continued

Editors’ Note: This article was co-authored by Mark C. Katz, Charles Tingley and Anita Banicevic, partners at Davies Ward Phillips & Vineberg LLP.

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GLOBAL STATISTICAL UPDATE – XBMA Quarterly Review for Second Quarter 2019

Executive Summary/Highlights: In Q2 2019, global M&A volume reached US$1 trillion for the quarter and surpassed US$2 trillion for the year to date. Global M&A volume in 2019 is on pace to reach the US$4 trillion mark for the second consecutive year and only the third time in the last decade. The significant global deal … Continued

Editors’ Note: The XBMA Review is published on a quarterly basis in order to facilitate a deeper understanding of trends and developments. In order to facilitate meaningful comparisons, the XBMA Review has utilized generally consistent metrics and sources of data since inception. We welcome feedback and suggestions for improving the XBMA Review or for interpreting the data.

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CANADIAN UPDATE – If Pills Are Out, Are Private Placements In?

Executive Summary: Canada’s new takeover bid regime got its first serious test with Hecla Mining’s attempted hostile takeover of Dolly Varden Silver. Under the new takeover bid rules, poison pills as a bid defence may soon be a thing of the past, to be replaced by private placements as the defensive tactic of choice for … Continued

Editors’ Note: This article was co-authored by Poonam Puri, a professor of law at Osgoode Hall Law School, an affiliated scholar at Davies Ward Phillips & Vineberg LLP and a respected adviser on issues of corporate governance, corporate law and securities laws, and by Patricia Olasker a senior partner at Davies in the M&A, capital markets and mining practices. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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CANADIAN UPDATE – Significant changes in proposed amendments to Canada Business Corporations Act

Executive Summary/Highlights:  On September 28, 2016, the Canadian federal government introduced Bill C-25: An Act to amend the Canada Business Corporations Act et al. The proposed amendments are the culmination of the first substantive review of the Canada Business Corporations Act (the CBCA) in 15 years and are the result of a consultation process initiated … Continued

Editors’ Note: This article was contributed by Christopher Murray, a partner of Osler and leader of the Osler Asia-Pacific initiative whose practice focuses on public company M&A as well as corporate finance principally involving REIT Income Funds, mining and energy businesses.  This article was authored by Osler partners Andrew MacDougall and Robert M. Yalden and associates Justin Dharamdial and John M. Valley in the Osler Corporate group.

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CANADIAN UPDATE – Shareholder Activism and Proxy Contests: Issues and Trends

Executive Summary: The year 2015 was significant for proxy contests in Canada, with a total of 55 contests, exceeding the previous record high of 43 contests set in 2009. Although the spike in the number of contests in 2015 may have been exceptional, coinciding with a period of economic downturn in Canada and continued deterioration … Continued

Editors’ Note:  This article was produced by partners Patricia L. Olasker, J. Alexander Moore and Jennifer F. Longhurst of Davies Ward Phillips & Vineberg LLP. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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CANADIAN UPDATE – Top Competition and Foreign Investment Review Trends and Issues for 2016

Main Article In our annual forecast of the year ahead for Canadian competition and foreign investment review law, we evaluate how developments in 2015 will influence these areas of the law in 2016. Our top issues and trends to watch for this year include the following: The impact of the new federal government. Although foreign … Continued

Editors’ Note:  This memo was produced by partners George Addy, John Bodrug, Charles Tingley and Jim Dinning, and associate Alysha Manji-Knight, of Davies Ward Phillips & Vineberg LLP's Competition & Foreign Investment Review practice.  It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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CANADIAN UPDATE – Supreme Court of Canada Extends its Jurisdiction

Highlights:  On September 4, 2015, the Supreme Court of Canada held that the Ontario court has jurisdiction to hear an action brought by Ecuadorian plaintiffs seeking the recognition and enforcement in Ontario of an Ecuadorian judgment against the U.S. multinational corporation Chevron (Chevron US) and its Canadian subsidiary (Chevron Canada) even where Chevron US had … Continued

Editors’ Note:  This update was authored by Poonam Puri, a Professor of Law and former Associate Dean at Osgoode Hall Law School, and an affiliated scholar with the Canadian law firm, Davies Ward Phillips & Vineberg LLP (“Davies”), and Davies partners Sarah V. Powell,  who practices in the areas of environmental, aboriginal and energy law, and litigation partners Luis Sarabia and George J. Pollack. It was submitted to XBMA by Davies partner Berl Nadler who is a member of XBMA’s Legal Roundtable.

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CANADIAN UPDATE – Governance Insights 2014

Executive Summary: We are pleased to share with you Davies Governance Insights 2014, the fourth edition of our annual analysis of important trends and developments in corporate governance for Canadian public companies during 2014. In Directors and Boards, we note that the gender profile of boards reveals a modest increase in female representation, as well … Continued

Editors’ Note:  This update was submitted by I. Berl Nadler, a partner at Davies Ward Phillips & Vineberg LLP and a leading Canadian corporate lawyer who has been involved in numerous high-profile financing transactions and acquisitions worldwide on behalf of multinational corporate clients.

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