Jan. 26, 2024 - Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a joint actor relationship between a dissident and another...
In the News
Davies Partner Weighs in on Fairness Opinions
Davies Partner Patricia Olasker was recently interviewed by The Globe and Mail about the Ontario Securities Commission’s review of the Yukon Court of Appeal’s decision to strike down a takeover bid by Exxon Mobil for InterOil because of the fairness opinion provided as part of the deal.
In the article, Patricia says “different deals will demand different outcomes – I think no longer can you just assume that the old way will continue to be an acceptable way.” Deals facing opposition, for example, are more likely to need detailed disclosure about the analysis behind the fairness opinion, and even a second fairness opinion from an independent financial firm, to ensure there are no grounds for a challenge to succeed.
Related
Jan. 10, 2024 - What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In public M&A, however, the answer is murky at best. The problem arises...
