2nd edition (New edition)

Mergers, Acquisitions and Other Changes of Corporate Control 2/e


This book offers a succinct and insightful discussion of the 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 in tax, competition, and a handful of other areas. Professor Nicholls, one of Canada's leading scholars in corporate law, provides a clear guide to this complex pastiche of legislation, regulation, administrative and judicial decision-making, and standard practices which have developed over time from both domestic and international precedents.

This second edition discusses the implications of a host of legal and regulatory developments since 2007, including Multilateral Instrument 62-104 and the parallel Ontario securities law developments, groundbreaking court decisions including the Supreme Court of Canada’s judgment in BCE Inc. v. 1976 Debentureholders, the British Columbia Court of Appeal’s decision in Icahn Partners LP v. Lions Gate Entertainment and major Delaware opinions such as Air Products and Chemicals, Inc. v. Airgas, Inc. and Lyondell Chemical Company v. Ryan, as well as many securities commission decisions including Re Neo Materials Technologies, Re Baffinland Iron Mining Corp., Canadian Hydro Developers, Re Pulse Data Inc., Re VenGrowth Funds, and Re Patheon Inc.

Table of Contents

Preface to the Second Edition
Preface to the First Edition
List of Statutes, Regulations, Securities Instruments, Rules, Policies, and Abbreviations
Chapter 1: Overview
Chapter 2: Competition Act and Investment Canada Act Considerations
Chapter 3: Asset Purchases
Chapter 4: “Mergers”/Amalgamations and Statutory Plans of Arrangement
Chapter 5: Takeover Bids (Part 1): Formal Bid Rules
Chapter 6: Takeover Bids (Part 2): Exemptions
Chapter 7: Hostile Bids and Defensive Tactics
Chapter 8: Insider Bids, Going-Private Transactions, and Other Business Combinations
Chapter 9: Proxy Contests
Chapter 10: Conclusion
Table of Cases

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