Alex Gorka

Commission emphasizes take-over bid regime predictability in ESW/Optiva decision

The OSC released the reasons for its order of Sept 14, 2020, dismissing the application for exemptive relief brought by ESW, the largest shareholder...

Top public M&A legal developments in 2020

While the declaration of the novel coronavirus (COVID-19) as a global pandemic in Q1 – and its subsequent impact – resulted in a sharp decrease...

One of these things is not like the other: A Canadian amalgamation is similar to a Delaware merger, but there are critical differences

A recent decision of the Delaware Superior Court (the Court) serves as a useful reminder that there are important differences between a Canadian...

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...

Yukon Court of Appeal upholds transaction value in dissent decision

In Carlock v. ExxonMobil Canada Holdings ULC, 2020 YKCA 4, the Court of Appeal of Yukon found that the negotiated deal price was the fair value of...

Top public M&A and proxy contest legal developments in 2019

This article sets out some of the most notable Canadian legal developments in public M&A and proxy contests in 2019.

Court rejects deal price as indicator of fair value in dissent decision

In an extraordinary decision, the Supreme Court of Yukon in Carlock v. ExxonMobil Canada Holdings ULC (ExxonMobil), awarded dissenting shareholders a...

OSC approves $30 million settlement with Katanga over financial misstatements and failure to disclose DRC risks

Reflecting the trend toward increasing monetary penalties, the Ontario Securities Commission (the “OSC”) accepted an eye-popping $30...

What constitutes a MAC in an M&A deal?

The Delaware Court of Chancery released its decision in Akorn, Inc. v. Fresenius Kabi AG, finding for the first time that a buyer had properly...

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.