Public M&A is high stakes both for the company and its board and the decisions directors make throughout the process can be subject to market and legal scrutiny.
While appeasing all stakeholders may be difficult, directors can take comfort that courts will generally not second-guess a board’s business judgment provided its decision-making is diligent, informed and impartial.
The focus is on process rather than an expectation of perfect decision-making as judged with the benefit of hindsight.
To help boards ensure their public M&A deliberations meet the requisite level of rigour and independence, our guide synthesizes key strategic and legal considerations. We discuss:
- Immediate Considerations
- Director Independence
- Special Committees
- Conflict of Interest Transactions
- Board and Committee Recordkeeping
- Directors’ Duties and Defences
- Overseeing the Deal
- Negotiating Deal Protection
- Legal and Financial Advisors
- Fairness Opinions
- Potential Claims and Proceedings
Fasken has extensive experience advising on all aspects of Canadian public M&A, and we would be pleased to discuss any aspect of our guide or your transaction with you. Our cross-country reach, deep roster of M&A experts, and consistent market-leading deal flow distinguishes us from other Canadian business law firms and confers to our clients a clear advantage.
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For Fasken’s other M&A and corporate governance thought leadership, please visit our Capital Markets and Mergers & Acquisitions Knowledge Centre.
