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Inside Internal Controls

News and discussion on implementing risk management

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Mergers and acquisitions

IIROC defers collection of its fees for small and medium-size dealer firms

IIROC announced this week that it is deferring collection of its fees for small and medium-size IIROC dealer member firms in light of the COVID-19 situation. The deferral will benefit almost 90% of all IIROC dealers, but will only apply as follows:

 

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COVID-19 market impacts and the risk of opportunism

The COVID-19 pandemic has taken a sledgehammer to stock markets, with the S&P/TSX 60 and S&P 500 each plunging approximately 20% during the first quarter of 2020. While boards and management must contend with a long list of pressing and unprecedented issues affecting business operations, they should also consider that the current drop in stock prices may fuel a wave of activism and opportunistic M&A activity once the immediate crisis subsides, and prepare accordingly.

 

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The missing link in future-casting M&A due diligence

You don’t just marry your spouse; you marry a family. The same holds true in corporate mergers and acquisitions. You don’t just buy a company, you acquire their culture, risk, and future potential of both. And just like in a marriage, some things don’t come to the surface until that third or fourth family reunion.

 

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Efficiencies in merger reviews: Competition Bureau issues draft model timing agreement

On July 16, 2019, the Competition Bureau (Bureau) issued a draft model timing agreement for use in the review of unconsummated mergers where the parties intend to rely on the efficiencies defence under section 96 of Canada’s Competition Act (Act).

 

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New 2019 Competition Act and Investment Canada Act merger review thresholds

Certain types of transactions that exceed prescribed thresholds require pre-merger notification under Canada’s Competition Act. Such transactions cannot be completed until notice has been given to the Commissioner of Competition and the statutory waiting period has expired or, alternatively, has been terminated early or waived by the Commissioner. One of these thresholds, the transaction-size threshold, is subject to an annual index adjustment.

 

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Supreme Court of Canada issues landmark merger and efficiencies decision

The Supreme Court of Canada released its long awaited decision in Tervita Corporation et al v. Commissioner of Competition. In a 6-1 decision, the SCC allowed Tervita’s appeal and set aside the divestiture order made by the Competition Tribunal and upheld by the Federal Court of Appeal (FCA). The SCC agreed with the FCA’s conclusion that the merger would likely result in a substantial prevention of competition, but overruled the conclusions of the Tribunal and the FCA that the merger was not saved by the efficiencies defence.

 

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