M&A transactions often involve a myriad of legal issues to be considered and regulatory hurdles to be overcome in order for the transaction to be successfully completed. Many of these issues and hurdles will have an impact on the timing of the transaction and some may even have an impact on the actual value of the transaction to each of the buyer and the seller. For that reason, it may be helpful for parties considering an M&A transaction to have a quick “regulatory” checklist to refer to from time to time throughout the life cycle of the transaction. While not comprehensive, this article provides a starting point for that checklist and can be built upon or refined as needed.
Tax legislation.
- Federal and provincial Income taxes.
- Federal and provincial sales taxes.
- Transfer taxes.
Securities legislation.
- Issuing securities.
- Prospectus rules.
- Exemptions from prospectus requirements.
- Take-over bids.
- Formal bids
- Exemption from formal take-over bid requirements.
- Related party transactions, business combinations and insider bids.
- Valuations.
- Disinterested shareholder approval.
- Prospectus level disclosure in disclosure documents.
- Shareholder approval.
- Notice requirements.
- Proxy solicitation rules.
- Information circular content requirements.
- Continuous Disclosure
- Insider trading and disclosure of material facts.
- Press release and material change reports.
- Stock exchange approval.
Corporate legislation
- Fundamental transactions.
- Amalgamations.
- Arrangements.
- Sales of all or substantially all assets.
- Take-over bids (including squeeze out provisions).
- Dissent rights.
- Shareholder approval.
- Notice requirements.
- Proxy solicitation rules.
- Information circular content requirements.
- Fiduciary duties of directors and officers.
- Disclosure of conflicts of interest.
- Solvency tests.
Competition/Anti-Trust Legislation.
- Notifiable transactions.
- Review Process.
- Advanced Ruling Certificates and No Action Letters.
- Filing fees.
Foreign Investment Review Laws.
- Notifiable transactions.
- Financial threshold.
- Acquisition of control threshold.
- Review Process.
- Clearance certificates.
- Filing fees.
Industry-Specific Regulatory Compliance
- For example, Canadian control requirements in the Canada Transportation Act.
Employment standards and labour legislation.
Other due diligence related legal matters:
- Tax filings, assessments and reassessments.
- Environmental legislation compliance.
- Personal information / privacy legislation compliance.
- Anti-corruption legislation compliance.
- Anti-spam legislation compliance.
- Anti-money laundering legislation compliance.
- Intellectual property registrations.
Invitation for Discussion:
At Linmac LLP, we have a wealth of experience as legal advisors on M&A transactions, both large and small, and know how to successfully manage the many legal issues and regulatory hurdles that arise in the course of an M&A transaction. If you are contemplating buying or selling a business, please do not hesitate to contact one of the lawyers in our business law group. We would be happy to assist you on this exciting journey.
Disclaimer:
Note that the foregoing is for general discussion purposes only and should not be construed as legal advice to any one person or company. If the issues discussed herein affect you or your company, you are encouraged to seek proper legal advice.