Overview of Canadian M&A Considerations & Legal Issues in Acquiring & Operating Businesses in Canada
November 2015
The M&A Breakfast Series
Overview of Canadian M&A Considerations and Legal Issues in Acquiring and Operating Businesses in Canada
Co-sponsored by the M&A Subsection of the CBA Business Law Section
Program Description:
Canadian M&A engagement or establishing a business to operate in Canada are similar to those that would apply in the U.S., certain of the issues are fundamentally different. Frequently U.S. attorneys mistakenly assume that the principles that they are familiar with have universal application in Canadian transactions, and that can be a costly mistake for their clients. This program will present an overview of key issues that U.S. attorneys need to understand in order to advise clients in acquiring a Canadian business or otherwise establishing a presence in Canada. It 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. It will identify various key "deal point" differences between U.S. 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 the use of "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.
Don't Forget: The M&A Breakfast Series is also available via live Internet webcast, direct to your desktop!
Meet Your Presenter:
Jay Lefton is a partner in the Toronto office of Borden Ladner Gervais LLP, Canada's largest law firm, where he practices in the area of corporate and securities law, including public and private financings, mergers & acquisitions, private equity, strategic alliances, technology transfer and licensing. Much of Jay's M&A practice is cross-border. Among other recognitions, he has been included in (i) The International Who's Who of Mergers & Acquisition Lawyers, (ii) Best Lawyers in Canada for M&A, Securities and Biotechnology, (iii) the Canadian Legal Lexpert Directory for Private Equity and Corporate Mid-Market; and (iv) The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada.
Jay takes the lead in his firm's Israeli practice and is the Toronto Regional Leader for his firm's Venture Capital Group.
Jay is a former member of the Ontario Securities Commission's Securities Advisory Committee, which advises the Commission on various matters, including legislative and policy initiatives. Jay has also been an adjunct faculty member of Osgoode Hall Law School in Toronto and the Rotman School of Business at the University of Toronto. He is also an active member of many M&A related committees and working groups of both the American Bar Association and the International Bar Association.
Program Series Chair:
Darren Hensley, Esq.
Polsinelli PC
Denver, CO
Agenda:
7:30 AM
Registration and Continental Breakfast
8:00 AM
Overview of Canadian M&A Considerations and Legal Issues in Acquiring and Operating Businesses in Canada
This program will provide an overview of:
- Methods of Conducting Acquisitions in Canada
- Tax Planning Issues, Including a Consideration of the Use of Exchangeable Shares
- Investment Canada Act and Competition Act
- Restrictive Covenants
- Employment-Related Considerations
- Canadian Anti-Spam Legislation
- French Language Considerations for Quebec
9:00 AM
Adjourn
Location Information
CLECI Large Classroom
1900 Grant Street, Suite 300
Denver, CO 80203
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1900 Grant Street, Suite 300
Denver, CO 80203
Registration Fees
| Non Member | $79.00 |
| CBA Member | $59.00 |
| New Lawyer Edge Member | $29.50 |
| CBA M&A Subsection Member | $29.00 |
| CBA Business Law Section Member | $29.00 |
| CLEACCESSPASS--ELITE Pass Holder | $0.00 |
- General Credits: 1.00
- Ethics Credits: 0.00
- EDI Credits:
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Sponsor Information
- Attend and Better Understand the Issues Involved When Your Client Seeks Advice on Acquiring and/or Operating a Business in Canada
- Unique Issues, Risks, and Considerations and More in the Context of Canadian Transactions to be Discussed
- Take an Hour and Get Up to Speed on Pertinent Canadian Law So That Your Client Can Avoid Significant and Costly Problems with the next Canadian Transaction