SkyLaw's Kevin West had the pleasure of attending and presenting at the 16th Annual Corporate Governance Conference in Banff, Alberta presented by the Canadian Society of Corporate Secretaries (CSCS).
CSCS brings together a high-powered mix of corporate secretaries, general counsel, directors and other professionals involved in corporate governance.
The topic of the presentation is “Preparing for an M&A Transaction and Other Special Situations”. It provides insight into the process, along with some stories, to highlight the importance of planning, planning, planning.
Navigant provides valuation, advisory, and consulting services across the energy sector, including:
- Valuation of oil and gas assets, reserves, production contracts, and commodity derivatives
- Advisory services for lending, mergers and acquisitions, bankruptcies, and restructurings
- Technical upstream services such as reserves assessment, economic modeling, operations management, and asset management
- Derivatives valuation and hedging strategies, including commodity, interest rate, credit, and foreign exchange derivatives
- Why Navigant provides these services with over 3,500 professionals globally and expertise across the energy complex
SkyLaw is honoured to be named one of Canada's Top 10 Corporate Law Boutiques by the award-winning Canadian Lawyer Magazine!
Please enjoy this excerpt from the May 2016 issue.
SkyLaw's Kevin West was pleased to be invited to speak once again this year at the annual conference for Governance Professionals of Canada (formerly CSCS) in Whistler, British Columbia on the role of the board of directors in M&A transactions and other special situations. Kevin participated on a panel with Deborah Rosati, an experienced corporate director and founder of Women Get On Board, and Thierry Keable, the General Counsel for Whistler Blackcomb.
Critical Issues in Governance:The Role of the Board in Special SituationsDeborahRosati
This document summarizes a presentation given at the Governance Professionals of Canada 18th Annual Corporate Governance Conference in Whistler, BC in August 2016. The presentation focused on the role of the board of directors in special situations, such as mergers and acquisitions, financings, and proxy battles. It discussed fiduciary duties, when to form a special committee, identifying potential conflicts of interest, preparing for board meetings, managing disclosure issues, and answering questions. The presentation was given by Kevin West, Thierry Keable, and Deborah Rosati.
20110321 principles of corporate finance part1FED事務局
This document provides a summary of the "Principles of Corporate Finance" textbook. It discusses the textbook's 11 parts which cover various topics related to corporate investment and financing decisions. These include valuation, risk, capital budgeting, financing, payout policy, options, debt financing, and mergers and acquisitions. The summary highlights the key goals of understanding what financial managers do, how to make financial decisions, and how finance theory applies to practice.
Positioning the Company for an Exit - Chapman - Mar 14Jim Chapman
The document discusses positioning a company for an exit through an IPO or acquisition. It outlines the deal environment and trends in 2014 that make deals more likely. Preparing the business for sale includes cleaning up records and contracts. Key steps are developing a letter of intent, conducting due diligence, and negotiating deal structure, price, and closing terms. Common mistakes include failing to prepare and cutting corners. An IPO transforms a company and requires time, experienced management, revenues, growth, and profitability. The process involves the SEC, roadshows, and underwriters.
Navigant provides valuation, advisory, and consulting services across the energy sector, including:
- Valuation of oil and gas assets, reserves, production contracts, and commodity derivatives
- Advisory services for lending, mergers and acquisitions, bankruptcies, and restructurings
- Technical upstream services such as reserves assessment, economic modeling, operations management, and asset management
- Derivatives valuation and hedging strategies, including commodity, interest rate, credit, and foreign exchange derivatives
- Why Navigant provides these services with over 3,500 professionals globally and expertise across the energy complex
SkyLaw is honoured to be named one of Canada's Top 10 Corporate Law Boutiques by the award-winning Canadian Lawyer Magazine!
Please enjoy this excerpt from the May 2016 issue.
SkyLaw's Kevin West was pleased to be invited to speak once again this year at the annual conference for Governance Professionals of Canada (formerly CSCS) in Whistler, British Columbia on the role of the board of directors in M&A transactions and other special situations. Kevin participated on a panel with Deborah Rosati, an experienced corporate director and founder of Women Get On Board, and Thierry Keable, the General Counsel for Whistler Blackcomb.
Critical Issues in Governance:The Role of the Board in Special SituationsDeborahRosati
This document summarizes a presentation given at the Governance Professionals of Canada 18th Annual Corporate Governance Conference in Whistler, BC in August 2016. The presentation focused on the role of the board of directors in special situations, such as mergers and acquisitions, financings, and proxy battles. It discussed fiduciary duties, when to form a special committee, identifying potential conflicts of interest, preparing for board meetings, managing disclosure issues, and answering questions. The presentation was given by Kevin West, Thierry Keable, and Deborah Rosati.
20110321 principles of corporate finance part1FED事務局
This document provides a summary of the "Principles of Corporate Finance" textbook. It discusses the textbook's 11 parts which cover various topics related to corporate investment and financing decisions. These include valuation, risk, capital budgeting, financing, payout policy, options, debt financing, and mergers and acquisitions. The summary highlights the key goals of understanding what financial managers do, how to make financial decisions, and how finance theory applies to practice.
Positioning the Company for an Exit - Chapman - Mar 14Jim Chapman
The document discusses positioning a company for an exit through an IPO or acquisition. It outlines the deal environment and trends in 2014 that make deals more likely. Preparing the business for sale includes cleaning up records and contracts. Key steps are developing a letter of intent, conducting due diligence, and negotiating deal structure, price, and closing terms. Common mistakes include failing to prepare and cutting corners. An IPO transforms a company and requires time, experienced management, revenues, growth, and profitability. The process involves the SEC, roadshows, and underwriters.
This document provides information about bankruptcy services. It discusses using bankruptcy to reposition a business, shedding liabilities through bankruptcy, and avoiding potential pitfalls. It also covers challenges management may face, communicating with stakeholders during bankruptcy, developing bankruptcy strategies, and assisting with required bankruptcy filings and reporting.
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
Part of the webinar series:
BOARD OF DIRECTORS BOOT CAMP 2022
See more at https://www.financialpoise.com/webinars/
Noorul Hoda has over 6 years of experience in capital markets, specifically in corporate action processing, reconciliation, and settlement. She is currently a Senior Associate at IGATE Corporation, where she processes mandatory and voluntary corporate actions for Swiss Bank. Previously, she worked at Tata Consultancy Services for Deutsche Bank, performing cash and position reconciliation, securities processing, and regulatory reporting. She holds an MBA in Finance from Magnus School of Business and a BBM in Finance from New Horizon College.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Know more about Funding, Due Diligence, Term Sheet and Business Valuation
A business's guide to crack due diligence of investors, understanding the basics of business valuation. Consisting of brief explanation of term sheet terms and things to look out for before signing a term sheet.
A quick check on the steps to be taken before negotiating with investors.
The Essential Handbook For Raising Capital Part III & IV: Term Sheets, Due Di...Sankalp Forum
Investors analyze businesses through a rigorous due diligence process. This presentation explains how investment bankers go through business and legal & accounting due diligence before starting negotiations. It explains what entrepreneurs and startup companies should expect: extensive field visits, in depth evaluation of financial plans, and explains what goes into a Term Sheet.
Presented by leading social advisory firm Intellecap, this slide deck was prepared for Sankalp Forum. The Forum is an enabler of socially oriented early-stage businesses, and catalyzes investments, mentors and international networks to do so.
Read more about Sankalp at www.sankalpforum.com
The Effective Board (Series: Board of Directors Boot Camp)Financial Poise
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-effective-board-2021/
Bournemouth - Essential 6-monthly Finance Directors' Update - June 2018PKF Francis Clark
Our six-monthly Finance Seminars provide an overview of the most important technical developments in financial reporting and taxation. The seminars address the key topical financial matters, the opportunities they present, how they affect your business and the pitfalls you can avoid.
Following recent high profile corporate failures, we look at corporate governance and the responsibility of the Finance Director in managing risk and compliance, together with key updates on tax, employee benefits, financial reporting and corporate finance.
This document discusses contract management. It defines a contract and contract management, and outlines the key elements and lifecycle of effective contract management. These include planning, performance monitoring, relationship management, governance, knowledge management, change management, contingency planning, and ongoing review. Issues at each stage of the contract management lifecycle are also examined, from procurement to closure. The document emphasizes that contract management aims to ensure all parties fully meet obligations to satisfy operational objectives and strategic goals.
Michael Burgess - Detailed Consulting Profile Michael Burgess
Michael is an experienced accounting and finance professional with over 30 years of experience in taxation, accounting, financial controls, risk assessment, and project management. He has worked in a variety of industries and has expertise in technical accounting issues, financial analysis, and regulatory reporting. Michael has an MBA in taxation and is a CPA.
Before taking the plunge into commercial real estate investing, one should have a clear understanding of how to select the right location, preferred type and class of property, what due diligence to do, how to secure financing, how to negotiate a deal, and how to manage the property going forward as a commercial landlord. This Financial Poise panel explains the process from looking for the investment, to contract, to closing, and beyond.
Part of the webinar series: REAL ESTATE INVESTING 101 - 2022
See more at https://www.financialpoise.com/webinars/
The document provides an overview of Chapter 1 from a corporate finance textbook. It introduces key concepts like the three main financial decisions facing managers regarding investments, financing, and dividends. It also discusses the agency problem between managers and shareholders and different business organizational forms like sole proprietorships, partnerships, and companies. The goal of financial management is defined as maximizing shareholder wealth.
The document provides an overview of Chapter 1 from a corporate finance textbook. It introduces key concepts such as the three main financial decisions facing managers regarding investments, financing, and dividends. It also discusses the corporate form of business organization and explains that the goal of financial management is to maximize shareholder wealth. The chapter objectives are outlined and several models and concepts are defined, including the investment decision process, capital structure, and agency relationships between managers and shareholders.
Echelon Thailand 2017 – Fundraising & Term Sheet 101e27
The document provides an overview of the fundraising process for startups, including preparation, pitching to investors, due diligence, term sheets, and closing. It discusses crafting an operating model and strategy, incorporating the company, creating pitch decks, making initial contact with investors through introductions or events, addressing investor concerns during due diligence, negotiating term sheets that outline economic and control terms, and shepherding the deal through to execution by responding quickly and managing legal fees. The overall process moves from preparation of materials, to pitching investors and securing meetings, to negotiations and closing the funding deal.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/post-closing-issues-integration-potential-buyer-seller-disputes-2021/
Asset Management is the art and science of helping project owners make the right decisions to optimize the lifecycle performance and profitability of a project. In this webinar, learn how our Asset Managers provide oversight of wind and solar projects by managing the projects and their commercial agreements to optimize returns over a project’s lifecycle.
We will provide you with the knowledge of how utilizing an Asset Manager can increase your return on investment. By managing the financial and reporting aspects of your project, the counter-party relations, as well as, providing technical expertise and performance evaluation we utilize our experience and resources to make projects more profitable.
CREDICON CONSULTING LLP provides multi-disciplinary consulting services to engineering and construction industries, including contract management, dispute resolution, expert witness services, arbitration, litigation, scheduling, and cost engineering. They offer pre-contract consultancy, tender evaluation, risk analysis, cost management, and project change control. With over 70 associates in 40 locations, they bring industry expertise and legal capabilities to complex, high-stakes disputes. Their clientele includes many public and private sector organizations in infrastructure. They provide contract audit services to help contractors manage risks, measure work, develop billing procedures, analyze delays, audit quantities and rates for variations, and maintain contemporary records for claims and disputes.
The document discusses problems with traditional 401(k) plans, including fiduciary responsibilities being a burden on employers, redundant efforts in administration, and paper waste. It notes conflicts of interest in some provider arrangements and issues with participant investment behavior. The document advocates evaluating 401(k) plans critically and asking whether current practices help or hurt the business and employees. It introduces TomorrowsK as offering a next generation 401(k) plan that could better benefit organizations by taking on fiduciary, administrative, and investment oversight responsibilities.
This document provides an overview of project management concepts. It defines a project as a collection of linked activities with a clear start and finish point, aimed at achieving specific results. Key aspects of projects discussed include their characteristic features, types of examples, and the project management process. The project life cycle is also outlined, including the idea generation, feasibility study, implementation, and handover phases that all projects progress through. Overall, the document introduces fundamental concepts relating to what constitutes a project and how projects are managed.
Highly respected legal publisher Chambers and Partners has published the 2024 edition of its Corporate M&A Global Practice Guide. We are thrilled to be the exclusive author of the Canadian M&A section of this prestigious guide for the fourth year running.
SkyLaw is thrilled to announce that we have once again been selected to receive Canadian Lawyer's Top 10 Corporate Law Firms Award! We are honoured to be recognized by our peers for SkyLaw's "overall excellence, client satisfaction, and the high calibre of lawyers and leadership."
SkyLaw’s Andrea Hill was interviewed for Canadian Lawyer's article announcing the winners, and here is an excerpt.
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This document provides information about bankruptcy services. It discusses using bankruptcy to reposition a business, shedding liabilities through bankruptcy, and avoiding potential pitfalls. It also covers challenges management may face, communicating with stakeholders during bankruptcy, developing bankruptcy strategies, and assisting with required bankruptcy filings and reporting.
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
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The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Know more about Funding, Due Diligence, Term Sheet and Business Valuation
A business's guide to crack due diligence of investors, understanding the basics of business valuation. Consisting of brief explanation of term sheet terms and things to look out for before signing a term sheet.
A quick check on the steps to be taken before negotiating with investors.
The Essential Handbook For Raising Capital Part III & IV: Term Sheets, Due Di...Sankalp Forum
Investors analyze businesses through a rigorous due diligence process. This presentation explains how investment bankers go through business and legal & accounting due diligence before starting negotiations. It explains what entrepreneurs and startup companies should expect: extensive field visits, in depth evaluation of financial plans, and explains what goes into a Term Sheet.
Presented by leading social advisory firm Intellecap, this slide deck was prepared for Sankalp Forum. The Forum is an enabler of socially oriented early-stage businesses, and catalyzes investments, mentors and international networks to do so.
Read more about Sankalp at www.sankalpforum.com
The Effective Board (Series: Board of Directors Boot Camp)Financial Poise
Running a productive and energized board meeting takes time and effort. Harnessing the expertise of board members while meeting the needs of the company is a balance that must be continually recalibrated by the board and company leadership. In this session, we will cover the process to achieve effective board practices ranging from board meeting formulation and preparation, board meeting execution and facilitation, and post-board meeting follow-up. The social aspects of a board will also be discussed – how to create engagement, teamwork, and camaraderie among board members to maximize their contribution. With boards charged with a company’s most important strategic matters, no company can afford to waste valuable meeting time.
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This document discusses contract management. It defines a contract and contract management, and outlines the key elements and lifecycle of effective contract management. These include planning, performance monitoring, relationship management, governance, knowledge management, change management, contingency planning, and ongoing review. Issues at each stage of the contract management lifecycle are also examined, from procurement to closure. The document emphasizes that contract management aims to ensure all parties fully meet obligations to satisfy operational objectives and strategic goals.
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Before taking the plunge into commercial real estate investing, one should have a clear understanding of how to select the right location, preferred type and class of property, what due diligence to do, how to secure financing, how to negotiate a deal, and how to manage the property going forward as a commercial landlord. This Financial Poise panel explains the process from looking for the investment, to contract, to closing, and beyond.
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The document provides an overview of Chapter 1 from a corporate finance textbook. It introduces key concepts like the three main financial decisions facing managers regarding investments, financing, and dividends. It also discusses the agency problem between managers and shareholders and different business organizational forms like sole proprietorships, partnerships, and companies. The goal of financial management is defined as maximizing shareholder wealth.
The document provides an overview of Chapter 1 from a corporate finance textbook. It introduces key concepts such as the three main financial decisions facing managers regarding investments, financing, and dividends. It also discusses the corporate form of business organization and explains that the goal of financial management is to maximize shareholder wealth. The chapter objectives are outlined and several models and concepts are defined, including the investment decision process, capital structure, and agency relationships between managers and shareholders.
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The document provides an overview of the fundraising process for startups, including preparation, pitching to investors, due diligence, term sheets, and closing. It discusses crafting an operating model and strategy, incorporating the company, creating pitch decks, making initial contact with investors through introductions or events, addressing investor concerns during due diligence, negotiating term sheets that outline economic and control terms, and shepherding the deal through to execution by responding quickly and managing legal fees. The overall process moves from preparation of materials, to pitching investors and securing meetings, to negotiations and closing the funding deal.
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
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We will provide you with the knowledge of how utilizing an Asset Manager can increase your return on investment. By managing the financial and reporting aspects of your project, the counter-party relations, as well as, providing technical expertise and performance evaluation we utilize our experience and resources to make projects more profitable.
CREDICON CONSULTING LLP provides multi-disciplinary consulting services to engineering and construction industries, including contract management, dispute resolution, expert witness services, arbitration, litigation, scheduling, and cost engineering. They offer pre-contract consultancy, tender evaluation, risk analysis, cost management, and project change control. With over 70 associates in 40 locations, they bring industry expertise and legal capabilities to complex, high-stakes disputes. Their clientele includes many public and private sector organizations in infrastructure. They provide contract audit services to help contractors manage risks, measure work, develop billing procedures, analyze delays, audit quantities and rates for variations, and maintain contemporary records for claims and disputes.
The document discusses problems with traditional 401(k) plans, including fiduciary responsibilities being a burden on employers, redundant efforts in administration, and paper waste. It notes conflicts of interest in some provider arrangements and issues with participant investment behavior. The document advocates evaluating 401(k) plans critically and asking whether current practices help or hurt the business and employees. It introduces TomorrowsK as offering a next generation 401(k) plan that could better benefit organizations by taking on fiduciary, administrative, and investment oversight responsibilities.
This document provides an overview of project management concepts. It defines a project as a collection of linked activities with a clear start and finish point, aimed at achieving specific results. Key aspects of projects discussed include their characteristic features, types of examples, and the project management process. The project life cycle is also outlined, including the idea generation, feasibility study, implementation, and handover phases that all projects progress through. Overall, the document introduces fundamental concepts relating to what constitutes a project and how projects are managed.
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Highly respected legal publisher Chambers and Partners has published the 2024 edition of its Corporate M&A Global Practice Guide. We are thrilled to be the exclusive author of the Canadian M&A section of this prestigious guide for the fourth year running.
SkyLaw is thrilled to announce that we have once again been selected to receive Canadian Lawyer's Top 10 Corporate Law Firms Award! We are honoured to be recognized by our peers for SkyLaw's "overall excellence, client satisfaction, and the high calibre of lawyers and leadership."
SkyLaw’s Andrea Hill was interviewed for Canadian Lawyer's article announcing the winners, and here is an excerpt.
We were honoured to be invited back this year to be the exclusive author of two articles on Canadian M&A for the highly respected legal publisher Chambers and Partners.
Chambers and Partners has published the latest edition of its Corporate M&A 2023 Global Practice Guide, and we are delighted to once again be included in the Canadian M&A section of this comprehensive publication.
This year, the comprehensive guide covers 55 jurisdictions. With Frank Aquila from Sullivan & Cromwell LLP acting as Contributing Editor, the guide provides the latest legal information on acquiring a company, antitrust regulations, restrictions on foreign investments, stakebuilding, negotiation, mandatory offer thresholds, conditions for a takeover offer, squeeze-out mechanisms, disclosure, duties of directors, defensive measures and shareholder activism.
The entire guide is available to view online at no charge, and it has a handy “Compare locations” tab for comparing selected topics by jurisdiction. We welcome you to take a moment to visit the links and enjoy all of the available resources.
The complete Chambers Corporate M&A 2023 Global Practice Guide can be found at: https://practiceguides.chambers.com/practice-guides/corporate-ma-2023.
SkyLaw's submission to the Ontario Securities Commission regarding the proposed plan of arrangement involving Turquoise Hill Resources Ltd., Rio Tinto International Holdings Limited and Rio Tinto plc, pursuant to the provisions of the Business Corporations Act (Yukon).
We were honoured to be invited back this year to be the exclusive author of two articles on Canadian M&A for the highly respected legal publisher Chambers and Partners.
Chambers and Partners has published the latest edition of its Corporate M&A 2022 Global Practice Guide, and we are delighted to once again be included in the Canadian M&A section of this comprehensive publication.
With Frank Aquila from Sullivan & Cromwell LLP acting as Contributing Editor, the guide provides the latest legal information on acquiring a company, antitrust regulations, restrictions on foreign investments, stakebuilding, negotiation, mandatory offer thresholds, conditions for a takeover offer, squeeze-out mechanisms, disclosure, duties of directors, defensive measures and shareholder activism.
The entire guide is available online without charge and covers an impressive 61 jurisdictions. In the online guide, the "Compare locations" tab is a handy feature that allows you to compare specific topics in each of the various jurisdictions.
The complete Chambers Corporate M&A 2022 Global Practice Guide can be found at: https://practiceguides.chambers.com/practice-guides/corporate-ma-2022.
SkyLaw is thrilled to be selected to receive a Top Corporate Law Boutiques award by Canadian Lawyer!
We are honoured to be included among such an incredible list of top 10 firms.
SkyLaw was honoured to be invited to be the exclusive author of two articles on Canadian M&A for the highly respected legal publisher Chambers and Partners.
We are very happy to announce that the Chambers Corporate M&A 2021 Global Practice Guide is now available to view online without charge. With Frank Aquila from Sullivan & Cromwell LLP acting as Contributing Editor, the guide covers an impressive 59 jurisdictions.
These are the sections contributed by SkyLaw:
Law and Practice - Pg. 1 to 20
Trends and Developments - Pg. 23 to 27
Author Bios and Firm Info - Pg. 21 to 22, Pg. 28-29
The complete Chambers Corporate M&A 2021 Global Practice Guide can be found at: https://practiceguides.chambers.com/practice-guides/corporate-ma-2021.
The team celebrated SkyLaw’s 10-year anniversary on October 27, 2020. To help commemorate this momentous occasion, we put together a special newsletter to highlight some of the firm's changes and accomplishments over the years, to showcase some of our fondest memories, and to honour and thank the many amazing people who have supported SkyLaw along the way. We hope you enjoy reading it as much as we enjoyed putting it together!
This fall, one of our lawyers, Diana Nicholls Mutter was invited to provide a guest lecture for a securities law course at Western Law. The lecture focused on corporate governance disclosure, in particular the underrepresentation of women on boards and the securities regulation that we have in Canada aimed at addressing this issue. The content of the presentation was primarily based on the research that Diana conducted while completing her thesis for her LLM. We have included the slides of this presentation here.
The document summarizes a roundtable discussion on understanding the fiduciary duties of directors held at the Governance Professionals of Canada 21st Annual Corporate Governance Conference in Quebec City from August 18-21, 2019. The roundtable addressed the legal framework of directors' duties, case studies on how boards have managed these duties, and considerations for directors to help discharge their responsibilities. Recent amendments to the Canada Business Corporations Act were also discussed, codifying directors' ability to consider stakeholder interests beyond just shareholders.
Paving the Path to Success: Creating a Customized Governance Framework for New Entities and Emerging Companies
Presented by:
Kevin West, Corporate Lawyer
Founder of SkyLaw Professional Corporation
Deborah Rosati, FCPA, FCA, ICD.D
Corporate Director
Founder & CEO of Women Get On Board
Governance Professionals of Canada
20th Annual Corporate Governance Conference
The Victoria Conference Centre
Victoria, BC
August 21, 2018
This document celebrates seven years of SkyLaw, a Canadian corporate law boutique. It provides various statistics about the law firm over the years, including being named one of Canada's top 10 corporate law boutiques, having 10 full-time team members, maintaining minute books for 87 clients, closing 5 major M&A deals in 2016, and expanding to occupy an entire floor in their building in 2017. The document uses statistics to highlight SkyLaw's growth and accomplishments over its first seven years.
Social media platforms such as Facebook, Twitter and Instagram are becoming an increasingly important way for reporting issuers to communicate with their shareholders, stakeholders and potential customers. Recently, the Canadian Securities Administrator (the “CSA”) published Staff Notice 51-348 – Staff’s Review of Social Media Used by Reporting Issuers (the “Staff Notice”), a review conducted by the regulatory authorities in Alberta, Ontario and Quebec of 111 non-investment fund reporting issuers in respect of compliance with the requirements of National Policy 51-201 (“NP 51-201”) and National Instrument 51-102 (“NI 51-102”).
Of the issuers reviewed by the CSA, 72% were actively using at least one social media website. Of those, 25% either filed clarifying disclosure, edited or removed disclosure, or made prospective commitments to improve disclosure based on the CSA’s review. Demonstrating how impactful such disclosure practices can be on capital markets, in the case of four such issuers, the CSA estimated that the non-compliant disclosure resulted in share price changes averaging 26% of the value of their shares.
These are the main concerns the CSA identified, and tips to help steer clear of them.
Every corporation incorporated or continued in Ontario on or after December 10, 2016 is now required to prepare and maintain at its registered office a register of its ownership interests in land in Ontario. See the slide for more details.
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On May 9, 2016, certain amendments to the take-over bid rules in Canada are expected to come into force which are intended to rebalance the current dynamic among bidders, target boards and target shareholders in the context of hostile take-over bids.
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What's the Business Reason for Going to the Cloud?
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Sangyun Lee, 'Why Korea's Merger Control Occasionally Fails: A Public Choice ...Sangyun Lee
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The Future of Criminal Defense Lawyer in India.pdfveteranlegal
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Here are some common scenarios in which courts might lift the corporate veil:
Fraud or Illegality: If shareholders or members use the corporate structure to perpetrate fraud, evade legal obligations, or engage in illegal activities, courts may disregard the corporate entity and hold those individuals personally liable.
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Preparing for an M&A Transaction and Other Special Situations
1. The
Canadian
Society
of
Corporate
Secretaries
16th
Annual
Corporate
Governance
Conference
Banff
Springs
Hotel
|
Banff,
AB
|
August
25,
2014
Preparing for an M&A Transaction
and Other Special Situations
Workshop D | 2:45 pm – 4:45 pm
2. 2
Prepared for
The
Canadian
Society
of
Corporate
Secretaries
16th
Annual
Corporate
Governance
Conference
Banff
Springs
Hotel
|
Banff,
AB
|
August
24
-‐
27,
2014
3. 3
SkyLaw is a boutique
corporate law firm offering
sophisticated legal and
strategic advice to public
and private companies.
www.skylaw.ca
Prepared by
GGA
is
an
internaEonally
recognized
independent
advisory
firm
helping
organizaEons
with
their
execuEve
compensaEon,
governance,
value
enhancement
and
risk
miEgaEon.
www.GGAinc.com
4. Paul
Gryglewicz
Managing
Partner,
Global
Governance
Advisors
• Paul
Gryglewicz
is
the
Managing
Partner
at
GGA.
• He
engages
with
Boards
and
senior
management
advising
them
in
the
areas
of
ExecuEve
CompensaEon,
Human
Resource
Strategy
and
Corporate
Governance.
• Co-‐designed
and
teaches
the
graduate
level
York
University
course
Governance
of
ExecuEve
CompensaEon
and
Shareholder
Accountability.
4
Presented by
5. Kevin
R.
West
Founder,
SkyLaw
Professional
CorporaEon
• Kevin
West
is
the
founder
of
SkyLaw,
an
innovaEve
bouEque
corporate
law
firm
in
Toronto.
• AZer
clerking
for
JusEce
Binnie
at
the
Supreme
Court
of
Canada,
Kevin
pracEced
with
Sullivan
&
Cromwell
in
New
York
and
Australia
and
as
a
partner
at
Davies
in
Toronto.
• Kevin
obtained
his
LLB
from
Dalhousie
University
in
1998.
5
Presented by
7. Kevin R. West
Selected Transactions List
• Acquisition of Corriente Resources Inc. by Tongling Nonferrous Metals
Group Holdings Co. Ltd and China Railway Construction Corporation
Limited for $679 million.
• Acquisition of Northern Peru Copper Corp. by China Minmetals
Nonferrous Co. Inc. and Jiangxi Copper Company for $455 million.
• Xstrata plc hostile take-over of Falconbridge Limited for $24 billion.
• Acquisition of PetroKazakhstan Inc. by China National Petroleum
Corporation for $4.2 billion.
• Royal Bank of Canada’s acquisition of Centura Banks, Inc. for $2.3 billion.
7
8. 8
Agenda
Part 1: Preparation for a Special Situation
1.1 – Types of Transactions
1.2 – Stages of a Transaction
1.3 – Know Who Your Shareholders Are
1.4 – Have a Board Plan
1.5 – Board and Executive Compensation for
Special Situations
1.6 – Selecting Service Providers
9. 9
Agenda
Part 1: Preparing for a Special Situation
1.7 – Maintain Corporate Records
Part 2: During a Special Situation
2.1 – The Importance of Planning, Planning,
Planning
2.2 – Board Governance and Special Committees
2.3 – Confidentiality
10. Agenda
Part 2: During a Special Situation
2.4 – Disclosure Issues
2.5 – Document Management
2.6 – Task Management
2.7 – Due Diligence Issues
2.8 – Negotiations
2.9 – Closing the Deal
10
11. Agenda
Part 3: Integration After Closing a Special
Situation
3.1 – Closing Books and Records
3.2 – Update Plans and Policies
3.3 – Plan for the Next Special Situation!
11
12. 12
Agenda
Part 4: Conclusion and Questions
4.1 – Concluding Remarks
4.2 – Question & Answer Period
14. Part 1 – 1.1
Types of Transactions
§ Change of control transactions
§ Initial public offerings (IPOs)
§ Significant acquisitions
§ Significant divestitures
§ Capital raising
14
15. Part 1 – 1.2
Stages of a Transaction
§ Initial discussions and Non-Disclosure
Agreement
§ Letter of intent
§ Due diligence
§ Negotiation of definitive transaction documents
(Share purchase agreement, etc.)
§ Signing
§ Closing
§ Post-closing integration
15
16. Part 1 – 1.3
Know Who Your Shareholders Are
§ Engage a reputable transfer agent
§ Ensure minute book is up-to-date
§ Determine shareholder approval requirements for
the transaction
§ Understand share terms (e.g. conversion
features)
16
17. Part 1 – 1.3
Know Who Your Shareholders Are
Do you know where your Options are?
§ Buyers may want to acquire 100% of the
company
§ Option plans often provide for termination of the
options at a specified time after the change of
control, but not always
17
(…continued)
18. Part 1 – 1.3
Know Who Your Shareholders Are
Do you know where your Options are?
§ Can the optionholders exercise their options
early and deposit to a take-over bid?
§ Check notice requirements for change of control
transactions
§ Board approval required for changes to vesting
schedule?
18
(…continued)
19. Part 1 – 1.4
Have a Board Plan
§ Be prepared to move quickly
§ Ensure the right
expertise and
advisors are
available
§ Know how to
contact
all board
members
19
20. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
20
Do you know what
happens on a
change of control?
21. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
21
Can you clearly identify each executive’s
employment arrangements?
§ Are the contracts organized in one central
location?
§ Are there side letters or unwritten agreements?
(…continued)
22. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
22
Can you clearly identify each executive’s
employment arrangements?
§ Have the share and option issuances been
approved by the Board and properly
documented?
§ Are the employment contracts written in clear
and unambiguous language?
(…continued)
23. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
23
“Single Trigger” versus “Double Trigger”
Equity Vesting
§ An executive who has immediate vesting on a
change of control has a single trigger
§ Allows executive to participate in premium
§ Executive in a stronger personal negotiating
position with new owners
§ Shorter term focus?
(…continued)
24. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
24
“Single Trigger” versus “Double Trigger”
Equity Vesting
§ If an executive must be terminated (actually or
constructively) after the change of control before
vesting occurs, there is a double trigger
§ May reduce cost to company to retain
executive
(…continued)
25. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
25
“Single Trigger” versus “Double Trigger”
Equity Vesting
§ Modified Approach: Place a floor at the
transaction price so the premium is locked in
(…continued)
26. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
26
Was a defensible
process used to
award the
executive
compensation?
(…continued)
27. Part 1 – 1.5
Board and Executive Compensation
for Special Situations
27
(…continued)
A defensible process is a balancing act
28. Part 1 – 1.6
Selecting Service Providers
§ Get a referral from a reputable source
§ Google search firm and specific lawyers
§ Check websites
§ Have a call or meet in person
§ In foreign jurisdictions, prefer counsel trained in
New York, London or similar common law
jurisdiction
28
29. Part 1 – 1.6
Selecting Service Providers
Finding the Right Advisors – Cross-Border
§ Confirm your advisors have cross-border
experience
§ Always consider tax
§ There can be significant legal differences
(e.g. how employees are treated, how
approvals are obtained)
29
(…continued)
30. Part 1 – 1.6
Selecting Service Providers
Finding the Right Advisors – Cross-Border
§ Consider government and political issues
§ Consider PR, community meetings, and
integration issues
30
(…continued)
31. Part 1 – 1.7
Maintain Corporate Records
Best Practices
§ Bring records up-to-date
§ Enforce the document
retention policy and
e-mail retention policy
§ Scan everything
§ Back-up everything
31
32. Part 1 – 1.7
Maintain Corporate Records
Track tricky contract provisions
§ Use a database to track agreements with:
§ change of control
§ confidentiality
§ exclusivity
§ non-competition
32
(…continued)
34. Part 2 – 2.1
The Importance of Planning,
Planning, Planning
Time to break out the transaction playbook
34
35. Part 2 – 2.1
The Importance of Planning,
Planning, Planning
§ Arrange a kick-off meeting with advisors and key
executives
§ Time zones and travel require careful planning
§ Translators or interpreters required?
§ Use project management tools
§ Build in time to incorporate comments and work
product from various jurisdictions and advisors
35
(…continued)
36. Part 2 – 2.1
The Importance of Planning,
Planning, Planning
§ Confirm internal approvals required and timing
§ Confirm government and regulatory approvals
required: TSX? Investment Canada Act?
Competition Act?
§ Review transaction checklists
36
(…continued)
37. Part 2 – 2.2
Board Governance and
Special Committees
§ Use established Board protocols
§ Is a special committee required or advisable?
Are independent advisors required?
§ Plan when to invite advisors to meetings
37
38. Part 2 – 2.2
Board Governance and
Special Committees
§ Confirm the Board’s role when approving a
transaction
§ Provide advice on exercising
fiduciary duty
§ Challenge biases
§ Encourage unfashionable thinking
38
(…continued)
39. Part 2 – 2.3
Confidentiality
§ Use established protocols for maintaining
information confidential
§ Use code words
§ Information only on a
need-to-know basis
§ Use Non-Disclosure
Agreements
39
40. Part 2 – 2.4
Disclosure Issues
§ Determine when the transaction needs to be
disclosed to the Board, shareholders, employees
or the public
§ Consider a blackout period for trading
§ Delay option grants
§ Have press release and securities filings ready
and vetted
40
41. Part 2 – 2.5
Document Management
§ Use online data room
§ Keep sensitive data out of the data room
§ Require in-person review of sensitive documents,
minute books, etc.
§ Avoid disclosing personal information
§ Consider confidentiality obligations to third
parties
41
42. Part 2 – 2.6
Task Management
§ Use project management principles
§ Set real deadlines
§ Keep a checklist!
§ Regular internal and
external team
updates
42
43. Part 2 – 2.7
Due Diligence Issues
§ Identify change of control provisions
§ Confirm share and asset ownership
§ Search government databases (litigation,
PPSA, etc.)
§ Get compensation, financial, tax and IP
specialists in early
43
44. Part 2 – 2.7
Due Diligence Issues
44
§ Publicly traded companies use long-term
incentives to align executives with shareholders.
§ Equity based long-term incentives link pay to
future equity value and therefore to shareholder
return.
§ Focus executives on multi-year objectives.
Executive Compensation
(…continued)
45. Part 2 – 2.7
Due Diligence Issues
45
Executive Compensation - LTIP
Grant
Date
VesBng
Date
Exercise
Date
ExpiraBon
(Term)
Holding
Period
VesBng
Period
Exercise
Period
Yrs
(…continued)
46. Part 2 – 2.7
Due Diligence Issues
46
Calculating Stock Options
(Current
Share
Price
-‐
Exercise
Share
Price)
No.
of
Stock
Options
Granted
100,000
Exercise
Share
Price
$Y
Final
Payout
at
Exercise
=
Current
Share
Price
$X
No.
Of
Stock
Options
Granted
X
¼
Vest
¼
Vest
¼
Vest
¼
Vest
Exercise
HOLD
Yr.
1
Yr.
2
Yr.
3
Yr.
4
Yr.
5
-‐
10
" Used
in
private
and
public
companies
" Junior
to
intermediate
Market
Cap
OpBon
Terms
5-‐10
years
" Intermediate
to
Mature
Market
Cap
OpBon
Terms
7-‐10
years
(…continued)
47. Part 2 – 2.7
Due Diligence Issues
47
Advantages/Disadvantages of Stock Options
Advantages
Disadvantages
§ Leveraged
pay
potenEal
§ Simple
§ Can
align
with
long-‐term
success
(i.e.
10yr
term)
§ Align
with
future
shareholder
gains
§ Fixed
accounEng
§ Employee
tax
advantage
§ Excludes
value
of
any
dividends
being
paid
§ May
put
disproporEonate
focus
on
increase
in
share
price
§ Creates
diluEon
§ PotenEal
for
windfall
gains
§ ConEnuous
underwater
opEons
are
de-‐moEvaEng
despite
management
doing
a
“good
job”
§ AccounEng
(…continued)
48. Part 2 – 2.7
Due Diligence Issues
48
Calculating RSUs/DSUs
=
Target
No.
of
Restricted
Share
Units
$X
Target
No.
of
Restricted
Share
Units
50,000
Units
Stock
Price
at
Vesting
Date
X
Stock
Price
at
Vesting
Date
Final
Payout
at
Vesting
1/3
Vest
1/3
Vest
1/3
Vest
Yr.
1
Yr.
2
Yr.
3
1/3
Vest
1/3
Vest
1/3
Vest
1/3
Vest
1/3
Vest
1/3
Vest
1
2
3
Sum
Sum
Sum
(…continued)
49. Part 2 – 2.7
Due Diligence Issues
49
Advantages/Disadvantages of RSUs/DSUs
Advantages
Disadvantages
§ Full
value
of
stock
price
§ Less
diluEve
than
opEons
§ Sekle
in
cash
net
of
withholding
tax
(typically)
§ Dividends
addiEve
to
units
§ Easier
to
administer
compared
to
real
shares
§ Perceived
as
a
“give
away”
§ PotenEal
for
significant
payouts
for
sub-‐par
performance
§ Less
leverage
compared
to
opEons
§ Pre-‐revenue
companies,
have
to
fund
addiEonal
cash
hit
(…continued)
50. Part 2 – 2.7
Due Diligence Issues
50
Calculating PSUs
Vest
Yr.
1
Yr.
2
Yr.
3
1
2
3
IllustraBon
assumes
cliff
vesBng
Performance
Period
Yr.
4
Yr.
5
Yr.
6
Vest
Performance
Period
Vest
Performance
Period
Performance
Level
Performance
MulBplier
Maximum
150%
Target
100%
Threshold
50%
Target
#
PSUs
x
Performance
MulBplier
x
Stock
Price
at
VesBng
Date
(…continued)
51. Part 2 – 2.7
Due Diligence Issues
51
Advantages/Disadvantages of PSUs
Advantages
Disadvantages
§ Link
pay
stronger
to
performance
§ Full
value
of
stock
price
§ Less
diluEve
than
opEons
§ Sekle
in
cash
net
of
withholding
tax
(typically)
§ Accumulate
dividends
in
addiEonal
units
§ Easier
to
administer
compared
to
real
shares
§ Less
potenEal
for
payouts
for
sub-‐par
performance
§ PotenEal
for
significant
payouts
for
sub-‐par
performance
§ Pre-‐revenue,
financing
arrangements
required
to
sekle
in
cash
§ Defining
performance
may
be
challenging
(…continued)
53. Part 2 – 2.8
Negotiations
§ Discuss negotiation style and strategy in advance
§ Only one point of contact for negotiations
§ Make clear subject to board approval
§ Use term sheets prepared by counsel
§ Control the process
§ Face-to-face always helps for difficult or nuanced
negotiations
§ Don’t feel pressured to agree on the spot
53
54. Part 2 – 2.9
Closing the Deal
§ Plan a pre-closing
§ Know the approval process
§ Who is signing documents?
§ Allow for contingencies –
something always comes
up at the last minute
§ Prepare press release and script
54
56. Part 3 – 3.1
Closing Books and Records
Integration Issues
§ Asset versus share deal: who is the employer?
§ How will decisions be made?
§ Cultural issues: how to merge the egos?
§ Executive titles – more important than you might
think
56
57. Part 3 – 3.1
Closing Books and Records
Integration Issues
§ Physical offices and technology: how to bridge
the gaps?
§ Be sure to budget for severance costs – cash
and morale
57
(…continued)
58. Part 3 – 3.2
Update Plans and Policies
Have a compensation advisor work with you
to update the employment plans and policies
58
59. Part 3 – 3.3
Plan for the Next Special Situation!
§ Insist on getting complete closing books soon
after closing
§ Update the transaction
playbook
§ Keep organized
§ Revise checklists with
knowledge gained
59
61. Part 4 – 4.1
Concluding Remarks
§ Plan, plan, plan.
§ Get the right advisors in
place early.
§ Organize your documents now.
§ Review your transaction
playbook regularly.
61
62. Part 4 – 4.2
Question & Answer Period
62
Paul
Gryglewicz
Managing
Partner,
Global
Governance
Advisors
Tel:
647.286.0626
E-‐mail:
paul.gryglewicz@GGAinc.com
LinkedIn:
www.linkedin.com/in/
paulgryglewicz
If you have any further questions, please feel free to contact:
Kevin
West
Founder,
SkyLaw
Professional
CorporaEon
Tel:
416.644.3190
E-‐mail:
kevin.west@skylaw.ca
LinkedIn:
www.linkedin.com/in/
kevinrobertwest
63. The
Canadian
Society
of
Corporate
Secretaries
16th
Annual
Corporate
Governance
Conference
Banff
Springs
Hotel
|
Banff,
AB
|
August
25,
2014
Preparing for an M&A Transaction
and Other Special Situations
Thank you for attending!