Deals involving AI bring about specific and unique issues for consideration during the due diligence process. Understanding the specific challenges created by AI is important for companies to ensure that the AI technology holds genuine value and would not raise red flags during the course of a transaction. Some important advice for companies looking to purchase AI in a recent Lexpert article authored by our Head of Technology and Co-Head of Information Governance, Privacy and Cybersecurity Imran Ahmad, Associate Roxanne Caron, and Associate Suzie Suliman. Companies must do their due diligence ..read more

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have been updated for 2023. For the second year in a row, the Minister of Innovation, Science and Economic Development has announced that the threshold for pre-closing merger notifications under the Competition Act will not change this year; the transaction-size threshold will remain C$93 million. Meanwhile, the thresholds for certain pre-closing net benefit reviews under the ICA were increased: Direct acquisitions of ..read more

Privacy and cybersecurity practices of target companies are being increasingly scrutinized throughout the due diligence process in M&A transactions. Particularly, buyers want to understand the risk and value inherent in sellers’ data assets and sellers want to manage transactional and post-closing risks. In the course of their privacy and cybersecurity due diligence, buyers should consider the following when assessing the risks associated with purchasing a company: First, how robust are the company’s data security and information technology (IT) practices? This is especially important whe ..read more

In recent years, an increasing number of companies have started to employ artificial intelligence (“AI”) technologies in the development of their products and in their day-to-day business. This shift to utilizing AI can be very advantageous given its far-reaching potential impact; however, with fast-paced growth comes complex questions, novel issues and increased uncertainty. Accordingly, in a merger or acquisition of an AI company or a company with an AI system (“AI Transaction”), acquirers will want to conduct rigorous due diligence to evaluate the unique risks associated with an AI system p ..read more

La rétention de la main-d’œuvre clé représente plus que jamais un enjeu d’envergure pour les sociétés. Le caractère intuitu personae du contrat d’emploi participe à cet enjeu puisque, considérant la nature et l’aspect personnel de ce type de contrat, il est impossible de forcer un employé à demeurer à l’emploi d’une entreprise et tout changement se rapportant à l’employeur est susceptible de motiver des employés clés à mettre un terme à leur lien d’emploi. Dans ce contexte, comment une société, lors d’une acquisition, est à même de retenir et fidéliser certains employés clés? Quelques solution ..read more

Despite several interruptions to Parliament over the last few years, Canada continues to move toward affirmation of its commitment to fight against modern slavery in supply chains. The most recent attempt is Bill S-211, An Act to enact the Fighting Against Forced Labour and Child Labour in Supply Chains Act and to amend the Customs Tariff (the Bill) which was first introduced to the Senate on November 24, 2021. The second reading of the Bill at the House of Commons was completed on June 1, 2022 and the Bill has been referred to the Standing Committee on Foreign Affairs and International Develo ..read more

Since Canada’s legalization of cannabis, the cannabis sector has been a steady source of M&A activity. However, as the novelty of legalization wears off and with the continued stabilization of product demand, market participants have begun evaluating new opportunities and implementing creative M&A strategies to continue their growth in the Canadian market. One recent example of this shift in M&A focus was ShinyBud’s announcement that it has acquired its first pharmacy in Cornwall, Ontario as part of a broader growth plan focused on health and wellness. Framing the move as a way to ..read more

Dans notre article du 24 novembre 2020, il était question de l’adoption par certains pays d’une taxe sur les bénéfices tirés des services numériques fournis par les entreprises multinationales et de l’impact d’une telle taxe sur les transactions transfrontalières. À ce moment toutefois, il n’y avait, au Canada, aucun cadre législatif régissant l’imposition des services numériques. Dans le budget fédéral 2021, le gouvernement a annoncé son intention d’instaurer une taxe sur les services numériques (TSN). En décembre 2021, le gouvernement fédéral a donné suite à cette annonce en publiant un avan ..read more

Cannabis-related cross-border transactions have become more creative since the initial wave of transactions that occurred post-legalization in Canada. Changes in the US federal law enforcement policy, coupled with the Toronto Stock Exchange (the TSX) and the TSX Venture Exchange (the TSXV) clarifying their positions on listed issuers that are involved in marijuana-related activities in the US, may have played a part in the transaction structures that we are now seeing. US Companies Investing in Canada Deal Structures and Considerations For US-focused companies looking to invest in Canada, the ..read more

ESG continues to be a key driver in corporate decision making. According to the Global M&A Dealmakers 2022 North American M&A Outlook report, prepared in association with Mergermarket, “73% of North American dealmakers feel that ESG scrutiny will increase over the next three years.” But what will that scrutiny look like in a practical sense? Here are a few things to consider. What ESG commitments have been made and to who, are they currently being met and are they capable of being met in the future? Public companies have had limited ESG disclosure obligations for some time, but it has ..read more