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According to the 2019 ABA Private Target M&A Deal Points Study, in the US 52% of purchase agreements examined included references to representation and warranty insurance (“RWI”)[1]. While this trend seems less pervasive in Canada, we are witnessing a growing trend where buyers and sellers are turning to RWI as an additional coverage to standard indemnity mechanisms. This trend, combined with a reduction in M&A activity in light of the COVID-19 pandemic, has led to growing competition among insurers and increased negotiation power for parties seeking RWI. While some companies may struggle with a significant loss in share value, assets may still be valuable to potential buyers, resulting in an anticipated increase in asset-based transactions. In addition, the pandemic will surely give rise to an increase in distressed transactions with buyers turning to RWI as a source of protection for breaches in representations and warranties, including possibly fundamental representations and warranties. We have summarized below key insights and takeaways regarding the current RWI market in Canada to help parties when deciding which policy best fits their needs.


Continue Reading Diagnosing the impact of COVID-19 on representation and warranty insurance

With the 2020 proxy season well underway, the COVID-19 pandemic has forced many issuers to consider changing their annual shareholders’ meeting format from a customary in-person meeting to a virtual setting. Since the beginning of the COVID-19 crisis, specifically between March 1, 2020 and April 14, 2020, we monitored issuers listed on the Toronto Stock Exchange (“TSX”) and the TSX Venture Exchange (“TSX-V”) with regards to their 2020 annual shareholders’ meetings. Our key takeaways are summarized below.


Continue Reading 2020 Virtual AGM Proxy Season : Key Takeaways to Date

Fasken recently published two articles (on March 12 and March 13, 2020) relating to alternatives to in-person annual shareholders’ meetings in the context of the COVID-19 pandemic. In light of the rapidly evolving circumstances and the ongoing proxy season, we have detailed recent developments and trends in the area in order to provide a

As concerns increase over COVID-19 and measures have been established by governmental authorities to limit public gatherings and restrict travel, corporations are considering alternatives to in-person annual shareholders’ meetings. Holding your corporation’s shareholders’ meeting virtually, whether wholly or in part, either by audio or video, if authorized under your corporation’s laws of incorporation and general

As of June 13, 2019, the Canada Business Corporations Act (the “CBCA”) requires that each federal private corporation (a “Corporation”) implements and maintains a register (the “Register”) listing all individuals with significant control over the Corporation (the “Individuals with Significant Control”).  The register must be kept at the corporation’s registered office or another place in