Mergers, Acquisitions and other changes of corporate control 3rd edition By Christopher C Nicholls

This book offers a succinct and insightful discussion of the principal 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 a handful of other areas relevant to Canadian business acquisitions. Professor Nicholls, one of Canada’s leading scholars in corporate and securities law, provides a clear guide to this complex pastiche of legislation, regulation, administrative and judicial decision-making, and standard practices that have developed over time from both domestic and international precedents. This third edition discusses the implications of a host of recent legal and regulatory developments since the publication of the second edition, including, in particular, the groundbreaking changes introduced by National Instrument 62-104 in 2016. A number of recent significant judicial and regulatory decisions are also analyzed, including, among others, Tervita Corp v Canada (Commissioner of Competition), InterOil Corporation v Mulacek, Aurora Cannabis Inc (Re), Re Hecla Mining Co, and Central GoldTrust v Sprott Asset Management.

CONTENTS

Preface to the Third Edition

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: Take-Over Bids (Part 1): The Regulation of Takeovers and Formal Bid Rules

Chapter 6: Take-Over 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

Index

About the Author

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