- Tax Court Allows Deduction for Advisory Fees in M&A Transaction
July 22, 2016
The Tax Court of Canada has recognized in a recent case that "oversight expenses" "notably investment banking and other professional advisory fees for services rendered to boards of directors in their discharge of oversight responsibilities" should be fully deductible, even in the context of a planned M&A transaction. The Canada Revenue Agency has traditionally taken a hard line on expenses incurred by an acquirer or a target and has denied deductibility on the basis that these expenses are of a capital nature. Under CRA's position, such expenses have had limited to no practical tax benefit. [...]
- Asset Sale Transactions - Shareholder Approval Requirements
March 31, 2016
Canadian corporate statutes require approval by a special majority of shareholders (two-thirds) of the "sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of business." In the current economic climate, where many corporations are selling assets in order to access capital, it is increasingly important that parties to an asset sale transaction carefully consider whether the transaction will trigger the shareholder approval threshold. [...]
- Going Private Transactions in Canada's Energy Sector - On the Rise?
March 30, 2016
Are going private transactions on the rise? Conditions are ripe for an increased number of private equity-led buyouts of public companies. [...]
- The Strategic Value of Transaction Insurance
February 09, 2016
When we provided our thoughts on representation and warranty insurance (RWI) this time last year (Getting a Deal to Closing with Transaction Insurance), we anticipated that RWI would continue to grow in prevalence in the Canadian deal-making. A year later and we can confirm that 2015 was a banner year for the use of RWI in Canada and we expect this trend to continue in 2016. Our view is that greater awareness of the strategic value of RWI and heightened sensitivity to risk in the current volatile economy will continue to lead parties to investigate and obtain RWI in their deals. [...]
- Break Fees in Private M&A
January 11, 2016
The speed of economic change in the energy sector has created legitimate concerns about volatility in the marketplace. This has caused both vendors and purchasers to be more cautious in deal making. One way to help the situation is to give more certainty that each party is committed to the deal despite any heightened deal risk. Break Fees can be used as an effective deal protection measure that gives parties certainty and protection against wasted time and resources. [...]
- Crossing the M&A Finish Line when Selling Your Business
January 12, 2015
In a trending discussion on Linkedin.com from the Business Succession Canada group shared by R. John Dolbec, Doug Robbins provides an excellent overview on selling a business and aptly likens the process to running a marathon (Selling Your Business is Like Running a Marathon). He describes the long and arduous process of selling a business from creating a team of professionals and preparing the business for sale through to the completion of the transaction. Like in a marathon, there are many milestones to reach and challenges to overcome along the way, each of which requires planning, perseverance [...]
- Does Your Alberta-related Deal Trigger Foreign Ownership of Land Regulations?
July 02, 2014
There is no doubt that the Agricultural and Recreational Land Ownership Act and Foreign Ownership of Land Regulations are a mouthful, but they may not always be top of mind when considering buying or leasing land in Alberta, and particularly when it comes to "non-real estate deals" involving a corporate change of control or share transfer. However, given the significant impact the Act and Regulations can have on your next transaction, understanding a bit about the history of this legislation, when it is triggered, and what you are required to do when it is, can help you avoid this common stumbling [...]
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© Bennett Jones LLP 2017. All rights reserved.