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ISBN: 9781552215333

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Mergers, Aquisitions, and Other Changes of Corporate Control, 3/e

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This book offers a succinct and insightful discussion of the principal 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 a handful of other areas relevant to Canadian business acquisitions. Professor Nicholls, one of Canada’s leading scholars in corporate and securities law, provides a clear guide to this complex pastiche of legislation, regulation, administrative and judicial decision-making, and standard practices that have developed over time from both domestic and international precedents. This third edition discusses the implications of a host of recent legal and regulatory developments since the publication of the second edition, including, in particular, the groundbreaking changes introduced by National Instrument 62-104 in 2016. A number of recent significant judicial and regulatory decisions are also analyzed, including, among others, Tervita Corp v Canada (Commissioner of Competition), InterOil Corporation v Mulacek, Aurora Cannabis Inc (Re), Re Hecla Mining Co, and Central GoldTrust v Sprott Asset Management.

Contributors

Christopher C. Nicholls

Christopher C Nicholls holds the W Geoff Beattie Chair in Corporate Law at the Faculty of Law of Western University, where he was named a faculty scholar in 2013. He is a graduate of the University of Ottawa, Osgoode Hall Law School, and Harvard University.

Chapter Title Contents Contributors Pages Year Price

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- 12 $1.20

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Introduction to the terminology, underlying concepts, and legal and regulatory environment associated with mergers and acquisitions law. 38 $3.80

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Analysis of the effect of the Competition Act and the Investment Canada Act on advising on a large business acquisition. 45 $4.50

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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. 11 $1.10

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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. 24 $2.40

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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. 75 $7.50

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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. 101 $10.10

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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 … 49 $4.90

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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 … 41 $4.10

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