Douglas Marshall

New guidance on special committees and going private transactions

The Ontario Securities Commission’s reasons for its decision in Re The Catalyst Capital Group Inc. have important disclosure and procedural...

The take-over bid regime after two years

It has now been over two years since Canada’s take-over bid regime was revamped to provide for a minimum 105-day bid period, a mandatory 50%...

Toronto Stock Exchange proposes to amend public company acquisition buy-side security holder approval requirement

The Toronto Stock Exchange (TSX) is proposing to amend the requirement for buy-side security holder approval in connection with a dilutive...

Poison pills under the new bid regime: lessons & questions flowing from Canada’s largest cannabis M&A deal to date

On March 15, 2018, the OSC and the Financial Consumer Affairs Authority of Saskatchewan issued their reasons for the Aurora-CanniMed decision.

Top public M&A and proxy contest developments in 2017

While the number of Canadian M&A transactions this year has been slightly higher than in 2016, the total value of deals is somewhat lower.

Fairness Opinions after InterOil

The Supreme Court of Yukon recently issued its reasons for approving Exxon Mobil’s acquisition of InterOil. Issuers and financial advisors should...

SPACs seek to complete qualifying acquisitions

We also expect there will be further developments in practice as the existing SPACs move to complete their qualifying acquisitions. Market...

InterOil Decision – Implications for Fairness Opinions, Disclosure and Corporate Governance in Sale Transactions

The Yukon Court of Appeal blocked Exxon Mobil's proposed US$2.3 billion acquisition of InterOil, in a decision with potentially significant...