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ISBN: 9781552212370

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Mergers, Acquisitions and Other Changes of Corporate Control, 2/e

This book offers a succinct and insightful discussion of the laws governing mergers and acquisitions transactions conducted in Canada. It draws on a collection of loosely related legal principles and rules in corporate law and securities law as well as in tax, competition, and a handful of other areas. Professor Nicholls, one of Canada’s leading scholars in corporate law, provides a clear guide to this complex pastiche of legislation, regulation, administrative and judicial decision-making, and standard practices which have developed over time from both domestic and international precedents.

This second edition discusses the implications of a host of legal and regulatory developments since 2007, including Multilateral Instrument 62-104 and the parallel Ontario securities law developments, groundbreaking court decisions including the Supreme Court of Canada’s judgment in BCE Inc. v. 1976 Debentureholders, the British Columbia Court of Appeal’s decision in Icahn Partners LP v. Lions Gate Entertainment and major Delaware opinions such as Air Products and Chemicals, Inc. v. Airgas, Inc. and Lyondell Chemical Company v. Ryan, as well as many securities commission decisions including Re Neo Materials Technologies, Re Baffinland Iron Mining Corp., Canadian Hydro Developers, Re Pulse Data Inc., Re VenGrowth Funds, and Re Patheon Inc.

Christopher C Nicholls

Christopher C. Nicholls holds the Stephen Dattels Chair in Corporate Finance Law at the University of Western Ontario. He is a graduate of the University of Ottawa, Osgoode Hall Law School, and Harvard University.

Chapter Title Abstract Contributors Pages Year Price

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List of statutes, regulations, securities instruments, rules, policies, and abbreviations relating to mergers, acquisitions, and other forms of corporate control changes. 3 $0.30

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Introduction to the terminology, underlying concepts, and legal and regulatory environment associated with mergers and acquisitions law. 34 $3.40

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Analysis of the effect of the Competition Act and the Investment Canada Act on advising on a large business acquisition. 36 $3.60

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Discussion of the key legal considerations triggered by the acquisition of a business through asset purchases rather than through share transactions. 14 $1.40

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Discussion of transactions supported by both the purchasing and selling corporations, either by way of an amalgamation or as a court-approved plan of arrangement. 19 $1.90

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Discussion of the rules by which share purchases or offers to purchase that are likely to result in the purchaser attaining practical or effective control of a corporation are regulated. 62 $6.20

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Discussion of the exemptions available where application of the formal takeover bid rules would be unnecessarily and inappropriately burdensome or prejudicial to the public interest. 29 $2.90

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Discussion of takeover bids where the wishes of the acquiring corporation are against the wishes of the target corporation’s board and management. 88 $8.80

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Discussion of the rules and regulations addressing the principal issues raised by major corporate transactions involving persons likely to have inside knowledge or special influence or control … 48 $4.80

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Discussion of the process by which dissident or insurgent shareholders seek to effectively acquire managerial control of a business by attempting to win votes to elect their own slate of … 29 $2.90

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Brief commentary on mergers and acquisitions law generally. 2 $0.20