Jeremy Fraiberg

Navigating control transactions: clarifying acceptable conduct boundaries

Recent Canadian securities regulatory authority decisions that impact control transactions are reviewed.

Water cannot be turned into wine: Cormark and the legality of triangular hedging transactions

The Ontario Capital Markets Tribunal has provided important guidance on hedging transactions in connection with private placements.

Ontario Capital Markets Tribunal clarifies considerations for a private placement in the face of an unsolicited takeover bid in Aimia

The OSC has provided helpful guidance in assessing whether a private placement undertaken in the face of a take-over bid is an improper defensive...

Private to public and back again

Canadian initial public offering (IPO) activity boomed from 2018 to 2021, with transaction volumes peaking in 2021.

Ontario Superior Court rules on fair value in Baffinland dissent decision

In a recent decision, the Ontario Superior Court of Justice (Commercial List) found that the price at which a takeover bid process was ultimately...

Ontario Court of Appeal provides guidance on the meaning of ‘material change’ under the Securities Act

What constitutes a “material change” requiring disclosure under the Ontario Securities Act? Two companion decisions from the Ontario Court of...

Top Canadian public M&A legal developments in 2022

The pace of Canadian M&A activity slowed in 2022 relative to record deal activity levels in 2021. I

Cineplex awarded $1.2 billion by Ontario court for ‘busted deal’

In a highly anticipated decision, an Ontario Court has held that Cineworld improperly terminated its December 2019 agreement to purchase Cineplex’s...

M&A: A look back at 2021 and ahead to 2022

As the world worked towards returning to a “new normal,” Canadian public M&A deal volumes in 2021 outpaced those in 2020 on both a quarterly...