Mergers & Acquisitions

MERGERS AND ACQUISITIONS

With extensive experience in Acquisitions and Divestitures , McMillan brings experience, practical knowledge, industry expertise and creativity to every assignment. We work regularly with law firms in the United States and internationally to assist with cross-border transactions, providing expert advice about the Canadian market and regulatory regimes.

When executed smoothly, mergers, acquisitions, divestitures and other restructurings bring tremendous benefit — including increased shareholder value, corporate focus and capital to innovate new products and services or capture new markets. This is the outcome that McMillan’s mergers, acquisitions and divestitures lawyers consistently work toward for our clients.

As a leading Canadian mergers and acquisitions law firm, McMillan specializes in simplifying the complexities of both public M&A and private M&A for our clients. Our M&A lawyers work closely with the client to develop a true understanding of the transaction at hand, and any competition-related challenges that could delay or block approval. With the client’s timeframe and bottom-line front of mind, and an inherent knowledge of merger and acquisitions law and acquisition finance law, McMillan’s mergers and acquisitions professionals devise a detailed plan to close the deal effectively and efficiently, collaborating seamlessly with investment dealers, lenders and financial advisors.

Whether a Negotiated Transaction, a Takeover Bid or other Contested Transaction, or an acquisition of a distressed asset, we understand that every transaction is important to our clients, no matter how large or small and have the right team available to assist Our lawyers listen to your needs and apply our experience, expertise, creativity and commitment to help you achieve your objectives.

TAKEOVER BIDS

McMillan has worked with a wide range of Canadian and international clients on both sides of the mergers and acquisitions equation. For acquiring companies, our legal teams help create and execute an effective takeover strategy, with a focus on legal defences available to the target. We also help companies respond effectively to overtures from potential acquirers. And should a deal move forward, we provide experienced counsel that ensures the company remains in compliance with the regulations governing the process.

DISTRESSED ASSETS

Investment and acquisition transactions involving stressed or distressed businesses require the astute legal counsel of a debt investments and restructuring investments law firm that can help drive deals to a timely conclusion. McMillan LLP has a proven track record of adding value to the successful completion of complex sales that involve debt acquisitions.

Well versed in the material differences between the domestic sale of a business and the sale of an organization’s assets under Section 363 of the U.S. Bankruptcy Code, McMillan’s mergers and acquisitions lawyers have helped facilitate countless types of debt investments across borders.

McMillan has significant experience with a variety of restructuring, insolvency and M&A transactions and understands how to navigate multi-party negotiations from concept to completion.

Primary Contacts

View All Contacts

John Clifford

Partner, Business Law | Mergers & Acquisitions

Toronto

john.clifford@mcmillan.ca Phone

416.865.7134

Paul D. Davis

Partner, Capital Markets & Securities | Mergers & Acquisitions

Toronto

paul.davis@mcmillan.ca Phone

416.307.4137

David R. Dunlop

Partner, Mergers & Acquisitions | Private Equity & Venture Capital

Toronto

david.dunlop@mcmillan.ca Phone

416.865.7175

Leo Raffin

Partner, Capital Markets & Securities

Vancouver

leo.raffin@mcmillan.ca Phone

604.691.7450

Brett Stewart

Partner, Mergers & Acquisitions | Private Equity & Venture Capital

Toronto

brett.stewart@mcmillan.ca Phone

416.865.7115

Deals and Cases

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INSIGHTS (111 Posts)

Ontario Repeals Canadian Residency Requirement for Directors

Amendments to the Ontario Business Corporations Act remove Canadian resident director requirement and ease rules for written shareholder resolutions.

Jun 15, 2021

Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends

May 26, 2021

Taking Stock of Governance — Understanding Emerging ESG, Regulatory, and Market Trends (adapted to the Province of Québec)

May 26, 2021

Primer on Canadian Federal and Provincial Cleantech Funding Programs

Across Canada, entrepreneurs are striving to develop technologies to reduce greenhouse gas emissions, improve environmental sustainability, and provide other climate-related solutions to the domestic and international markets.

May 25, 2021

BILL 96 – Top 10 Impacts of the Revised Charter of the French Language on your Business and When to Expect Implementation of Such Revisions

Changes to Québec’s language laws are coming. Here is a top ten list of potential impacts, and the likely timeline and process for adoption.

May 19, 2021

Commercial Leases During the COVID-19 Lockdown: Where are we Headed?

Ontario has also passed legislation to protect commercial tenants.

May 17, 2021

The Canadian Capital Market is Psyched: An Update on the Growing Wave in the Psychedelics Industry

This bulletin provides an overview of the regulations surrounding psychedelics in Canada and psychedelics companies in the Canadian capital markets.

May 12, 2021

Ontario Court of Appeal Interprets the TSX’s Majority Voting Requirement, Considers the Oppression Remedy, and Clarifies Set-off Rights

A recent decision of the Ontario Court of Appeal interprets the Toronto Stock Exchange requirement that listed companies adopt a majority voting policy.

Apr 16, 2021

Global Remote Working – What Employers Need to Know

This article provides an overview of the legal issues employers need to consider when implementing remote working in Canada.

Mar 29, 2021

Alberta Eliminates Director Residency Requirements

With the proclamation of the Red Tape Reduction Implementation Act (Alberta) into law on March 29, 2021, director residency requirements have been eliminated.

Mar 29, 2021

Canadian Government Expands National Security Guidance

On March 24, 2021, Canada’s Minister of Innovation, Science and Industry announced that the government updated its National Security Guidelines.

Mar 25, 2021

Capital Markets Modernization Taskforce Recommendations – Proxy System Corporate Governance and Mergers and Acquisitions

High-level overview and commentary on the recommendations set out in Section 2.4 of the Capital Markets Modernization Final Report

Mar 10, 2021

LIBOR Newsflash: FCA Announces Dates for Official Cessation and Loss of Representativeness of LIBOR

FCA announces dates for the official cessation and loss of representativeness of LIBOR. Implications for Lenders.

Mar 10, 2021

iAnthus Decision Changes the Landscape for Corporate Plans of Arrangement under the BCBCA by Permitting Third-Party Releases

The iAnthus decision affirmed by the Court of Appeal holds that a British Columbia company can use the BCBCA to restructure and obtain 3rd party releases.

Feb 23, 2021

Canada’s Transport Minister Approves Air Transat’s Take-Over by Air Canada

In a long-awaited decision, Canada’s newly appointed Transport Minister approved Air Canada’s acquisition of rival Transat on public interest grounds

Feb 22, 2021

LIBOR Newsflash: Announcement on Official Cessation of LIBOR is Expected Soon

IBA and FCA expected to make announcement about the official cessation of LIBOR. Timelines for ceasing new issuances of LIBOR loans.

Feb 18, 2021

2021 Canadian Merger Notification and Investment Canada Act Review Thresholds Decrease

The 2021 updates to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

Feb 12, 2021

When COVID met MAE in the Ordinary Course: Ontario Court Orders Buyer to Complete its M&A Transaction

The recent decision of the Ontario Superior Court of Justice in Fairstone Financial Holdings Inc. v Duo Bank of Canada has established an important precedent for the interpretation of material adverse effect clauses and covenants to carry on business in the ordinary course, both of which are common features of M&A transaction agreements.

Jan 13, 2021

Canada Freezes Shandong out of the Arctic

Canada blocked Shandong Gold's acquisition of TMAC Resources following a national security review under the Investment Canada Act.

Dec 22, 2020

B.C. Technology Sector Makes the Grade – But Not Yet Top of the Class

In November 2020, KPMG released the B.C Tech Report Card 2020. The Report Card outlined the current state of the British Columbia technology sector.

Dec 2, 2020

Changes Expected to Lead to Renewed Interest in TSXV’s Capital Pool Company Program

On December 1, 2020, the TSX Venture Exchange (TSXV) announced changes to its Capital Pool Company (CPC)
program to become effective on January 1, 2021.

Dec 2, 2020

Launching into the Office for Economic Growth and Innovation – From LaunchPad to New Branch of the OSC

The OSC has recently published a Charter for the Office of Economic Growth and Innovation, a newly established branch of the OSC.

Nov 11, 2020

Getting the Deal Through – Merger Control 2021

Getting the Deal Through - Merger Control 2021

Nov 9, 2020

Update: British Columbia’s New Registry of Beneficial Ownership

Update: British Columbia's New Registry of Beneficial Ownership

Oct 6, 2020

Ontario Modernizing its Business Corporations Act

Oct 1, 2020

Beware of a Potential New Duty of Care for Investment Fund Managers – Six Takeaways from Wright v. Horizons

Review of Wright v. Horizons and potential future implications on IFAM industry.

Sep 23, 2020

Getting M&A Deals Done in the COVID-19 Era

This bulletin discusses how the COVID-19 pandemic is impacting Canadian mergers and acquisitions and how buyers and sellers can deal with these issues.

Sep 9, 2020

Canada Orders Temporary Extension of National Security Review Periods Under the Investment Canada Act

In response to COVID-19, Canada has temporarily extended three key time periods for national security reviews under the Investment Canada Act.

Aug 12, 2020

Competition Bureau Invites Comments to Revisions to the Competitor Collaboration Guidelines

The Competition Bureau recently released a draft revision of the Competition Collaboration Guidelines and is
inviting comments in a public consultation.

Aug 5, 2020

Ontario Court of Appeal Comments on Service and Notice Calculation in the Context of an Asset Purchase Transaction

The Ontario Court of Appeal has provided helpful guidance for employers considering their obligations to longer-term employees after a business transaction.

Aug 5, 2020

Ontario Amends Employment Standards Legislation in Response to COVID-19

Ontario passes new protected leave of absence for employees impacted by COVID-19, and suggests COVID-19
cases should be reported as occupational illnesses.

Aug 5, 2020

Alberta’s New Liability Management Framework: A Teaser of What’s Coming

Government of Alberta announces changes to the regulatory regime that governs oil and gas liabilities.

Aug 4, 2020

Heading for the Exit: Preparation for the Sale of your Business

Jul 27, 2020

Government Proposes Fundamental Changes to the Canada Emergency Wage Subsidy

This article provides a detailed analysis of the proposed changes to the Canada Emergency Wage Subsidy announced by the Government on July 17, 2020.

Jul 21, 2020

Implementing a Cap on Employee Stock Option Deductions

In Budget 2019, the Government announced its intention to propose legislation that would introduce an annual cap on certain employee stock option grants that may be eligible for certain tax-preferred treatment.

Jul 16, 2020

Psychedelics and Canada’s Regulatory Landscape

A primer on the emerging psychedelics industry and how it fits into Canada's legal framework.

Jul 10, 2020

Material Adverse Effect Clauses in a COVID-19 World

Review and analysis of recent developments where parties try to rely on MAE clauses as a mechanism to avoid closing a transaction.

Jun 23, 2020

h4>Fireside Discussion with Grant Vingoe, OSC Acting Chair

This discussion will highlight key priorities of the OSC, including an update on burden reduction work underway. Remarks will also focus on the OSC’s response to COVID19 and provide a regulatory roadmap for navigating contested transactions.

Jun 23, 2020

Update – Securities Regulators Publish Reforms to Enhance Client-Registrant Relationship

Apr 30, 2020

Alberta Government Passes Bill 12, Liabilities Management Statutes Amendment Act, 2020 – What You Need to Know

What you need to know about the Alberta Government's Bill 12 in relation to Liabilities Management Statutes Amendment Act, 2020.

Apr 21, 2020

Protecting Against Shareholder Activism in Uncertain Times

The aftermath of the COVID-19 pandemic will provide unprecedented opportunities for shareholder activism and companies will need to prepare for coming campaigns.

Apr 6, 2020

2020 Canadian Merger Notification Threshold Updates

The 2020 updates to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

Apr 1, 2020

Opportunities in Challenging Times: The Failing Firm Provision of Canada’s Competition Act

This bulletin analyzes the failing firm merger provision of Canada's Competition Act in anticipation of the negative economic impact of COVID-19.

Mar 30, 2020

Unbearable Lite-ness: Lenders’ Remedies in the Age of Missing Covenants

The author discusses the recent trend toward borrower-friendly loan documents and the remedies available to lenders in Canada.

Mar 23, 2020

Coronavirus: Harbinger of a New (Old) Approach to Restructuring in Canada?

Restructuring options and challenges in the time of COVID-19.

Mar 20, 2020

The HBC Privatization: OSC Provides New Guidance For a Special Committee Process and Reconfirms Disclosure Obligations in Conflict of Interest Transactions

Ontario Securities Commission provides new guidance regarding the role and responsibilities of a special committee in a conflicted going private transaction.

Mar 3, 2020

What’s Market in Canada, eh? A New Canadian Private Target M&A Deal Points Study

Key takeaways from the ABA's 2019 Canadian Private Target M&A Deal Points Study

Jan 25, 2020

Challenges and Opportunities for Canadian Investors in Brazilian Insolvency Proceedings: Lessons from the IBA’s 2019 Global Restructuring Conference

The authors discuss unique aspects of Brazil's insolvency regime relevant for Canadian investors, including the role of equity, DIP loans, and jurisdiction.

Jan 21, 2020

Finance Puts the Brakes on Proposed Employee Stock Option Amendments

Department of Finance issued a release on December 19, 2019 advising that the stock option amendments would not come into effect as of January 1, 2020.

Dec 19, 2019

Antitrust Merger Control in Canada: Tips for Private Equity Investors

This article provides thought-provoking and practical advice to Private Equity investors for minimizing antitrust risks to proposed transactions in Canada.

Nov 21, 2019

Canadian National Security Reviews: 10 Takeaways

Foreign Investment in Canada is subject to review for National Security concerns. Our Brief outlines common issues which investors may wish to consider in planning transactions

Oct 7, 2019

Getting the Deal Through – Merger Control 2020

2020 Canadian Chapter of Lexology GTDT - Merger Control provides the most current and comprehensive information available on mergers and acquisitions under antitrust and competition law in Canada.

Sep 1, 2019

Employees’ Duty to Mitigate: Comparable Employment Does Not Mean Any Employment

The Ontario Court of Appeal has confirmed in a recent decision that an employee’s duty to mitigate following a without cause termination does not require the employee to accept a notably lesser position with the same employer.

Jul 24, 2019

TOP TWELVE THINGS TO KNOW – New Canadian Trademarks Act June 17, 2019

On June 17, 2019 major changes to Canada’s Trademarks Act will come into force.

Jun 4, 2019

Canadian Corporate & Restructuring Legislation: Changes Could be on the Way

Bill C-97 (the “Bill”) was introduced in Parliament to implement the federal budget tabled by the Liberal government on March 19, 2019.

May 10, 2019

Amendments to the Canada Shipping Act, 2001 and Marine Liability Act

On December 13, 2018, Bill C-86, A second Act to implement certain provisions of the budget tabled in Parliament on February 27, 2018 and other measures, otherwise known as the Budget Implementation Act was given royal assent.

Feb 13, 2019

2019 Canadian Merger Notification Threshold Increases

The 2019 increases to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

Feb 1, 2019

Breaking New Ground: SEC Updates Rules to Modernize Property Disclosures Required for Mining Issuers

The Securities and Exchange Commission's new rule amendments seek to modernize the property disclosure requirements for mining registrants in the United States.

Nov 24, 2018

The Alberta Securities Commission Expands Prospectus Exemptions for Distributions Outside Alberta

The ASC has updated ASC Rule 72-501 Distributions to Purchasers Outside Alberta and its companion policy to facilitate cross-border investment.

Aug 22, 2018

Finance Proposes Amendments to Limit Holding Company – Input Tax Credit Claims (“ITC”) and Seeks Consultations on Further Possible Changes

Dept of Fin proposed amendments describing conditions for when taxable acquisitions imports of property or services by holding companies could make ITC claims

Aug 7, 2018

CSA Reinforces Position that Securities Laws Apply to Cryptocurrency Offerings, Confirms Regulatory Scrutiny for Industry Participants

Jun 11, 2018, CSA published Staff Notice 46-308 – Securities Law Implications for Offerings of Tokens providing regulatory guidance on token and coin offerings.

Jul 19, 2018

CSA Releases Client-Focused Reforms to NI 31-103 in Response to Client-Registrant Relationship Concerns

June 21, 2018, the CSA released reforms to better align the interests of securities advisors, dealers, and representatives with the interests of their clients.

Jul 18, 2018

Canada’s Use of its National Security Power

The Government of Canada's decision to reject the proposed acquisition of Aecon, a major Canadian construction services firm, by China Communications

Jun 1, 2018

A Roundtable with the Commissioner – Thoughts on effective engagement with the Competition Bureau

Join Commissioner of Competition John Pecman and senior officials from the Competition Bureau for an "insider" discussion of the most effective ways to make your case to the Competition Bureau.

Details

May 3, 2018 - 4:15 PM to 6:00 PM

Securities Regulators Looking for Market Commentary on Soliciting Dealer Agreements

April 12 2018 Canadian Securities Administrators publish CSA Staff Notice 61-303 and Request for Comment Soliciting Dealer Arrangements to deepen understanding of use of soliciting dealer arrangements

Apr 18, 2018

In Aurora, Securities Regulators Affirm the New Take-over Bid Regime and Signal that Exemptive Relief under the New Regime will Prove to be Difficult and that Tactical Shareholder Rights Plans may be Extinct

The OSC and the FCAAS released their reasons for the orders granted concerning the hostile take-over bid by Aurora Cannabis Inc. for CanniMed Therapeutics Inc.

Mar 20, 2018

2018 Canadian Merger Notification Threshold Increases

The 2018 increases to the merger thresholds under Canada's Competition Act and Investment Canada Act have been announced.

Feb 14, 2018

Proposed Changes to the Competition Bureau’s Immunity Program Will Undermine Effective Cartel Enforcement in Canada – Comments of McMillan LLP on the Consultation Draft dated October 26, 2017

Several proposed revisions to Immunity Program under the Competition Act will have unintended but serious consequence of decreasing applications for immunity

Jan 1, 2018

Getting the Deal Through (Canada Chapter) – Merger Control 2018

The pathway to successfully navigating the merger and antitrust challenges for Canadian and international transactions has changed considerably within the past decade

Jan 1, 2018

Key Corporate Governance and Disclosure Developments in 2017

Dec 4, 2017

The Investment Canada Act 2016-17 Annual Report: What’s New?

The Investment Canada Act 2016-17 Annual Report: What's New?

Sep 14, 2017

CETA is Provisionally Implemented — the C$1.5 Billion Threshold Arrives

Sep 1, 2017

Strong Roots in Stormy Weather: Federal Government Affirms Commitment to Legalize Cannabis by July 2018 in Light of Premier Uncertainty

Aug 16, 2017

Investment Canada Act Threshold Increases to $1 Billion (Cdn)

Investment Canada Act Threshold Increases to $1 Billion (Cdn)

Jun 22, 2017

What’s Market in Canada, eh? A Comparison of Two Canadian Private Target M&A Deal Point Studies

What's Market in Canada, eh?
A Comparison of Two Canadian Private Target M&A Deal Point Studies

Jun 14, 2017

Bill C-49: Is the Line Haul Interswitching Remedy Really New?

Regulators Rethink "Best Interest" Standard for Registrants

May 30, 2017

Proxy Access in Canada — Another US Corporate Law Practice Makes Its Way Up North

Proxy Access in Canada -- Another US Corporate Law Practice Makes Its Way Up North

May 17, 2017

Bill C-49: Government of Canada Proposes to Amend the Canada Transportation Act

Bill C-49: Government of Canada Proposes to Amend the Canada Transportation Act

May 16, 2017

Investment Canada Act Threshold Increase – $1 Billion (Cdn)

Investment Canada Act Threshold Increase - $1 Billion (Cdn)

Apr 12, 2017

The Enforceability of Make-Whole Clauses in Bankruptcy

Mar 30, 2017

Interoil/Exxon Plan of Arrangement: Third Time’s A Charm

Interoil/Exxon Plan of Arrangement: Third Time's A Charm

Mar 24, 2017

2017 Canadian Merger Notification Threshold Increases

Mar 3, 2017

Free Trade Trumps Protectionism

Jan 23, 2017

No Changes to Arrangements: Alberta Court of Appeal Upholds Directors’ Choice of Transaction Structure in Merger of Marquee Energy Ltd. and Alberta Oilsands Inc.

No Changes to Arrangements: Alberta Court of Appeal Upholds Directors' Choice of Transaction Structure in Merger of Marquee Energy Ltd. and Alberta Oilsands Inc.

Jan 6, 2017

Government of Canada Provides Valuable Guidance on National Security Review of Foreign Investment in Canada

Jan 3, 2017

Getting the Deal Through – Merger Control 2018 (Canada Chapter)

Jan 1, 2017

Arbitration Clauses and Shareholder Disputes: Clarity from the Ontario Court of Appeal

Oct 24, 2016

Competition Bureau Issues Consent Agreement Template

Sep 29, 2016

Venture Issuers are Reminded to Consider Recent Regulatory Developments

May 16, 2016

Delivery Like It’s 1999: Ontario Proposes Update to Franchise Disclosure Law

Delivery Like It's 1999: Ontario Proposes Update to Franchise Disclosure Law

Apr 26, 2016

The M&A Maze: Due Diligence and International Trade Law

Apr 21, 2016

2016 Canadian Merger Notification Threshold Increases

Feb 5, 2016

Global M&A: What’s the Deal in Canada?

Global M&A Playbook: Whats the Deal in Canada?

Jan 25, 2016

Getting the Deal Through – Merger Control 2016, Canada Chapter

Getting the Deal Through - Merger Control 2016, Canada Chapter

Jan 1, 2016

Getting the Deal Through – Banking Regulation 2015, Canada chapter

Getting the Deal Through - Banking Regulation 2015, Canada chapter

Dec 23, 2015

Progress on gender diversity, but still work to be done: CSA reports on compliance with the new gender diversity disclosure rules

Oct 22, 2015

Representation and Warranties Insurance

Sep 30, 2015

It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements[1]

It is Time to Rethink the Use of Fiduciary Out Termination Provisions and the Restriction on Changes in Board Recommendation in Canadian Merger Agreements1

Sep 26, 2015

COVID-19 Resource Centre

COVID-19 Resource Centre

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INSIGHTS (111 Posts)