How a Thumbs Up Emoji Set Contract Precedent in Canada 👍📝⚖️✍️
Authors: Adrienne Adams and Hannah Plant In the recent decision, South West Terminal Ltd. v Achter Land, 2023 SKKB 116, a Saskatchewan Judge found the ... Continued
Update on the Canada-EU Comprehensive Economic And Trade Agreement (CETA)
This is an update to our publications dated May 19, 2016 [https://www.cwilson.com/update-canada-eu-comprehensive-economic-and-trade-agreement-ceta/] and September 29, 2014 [“MASH Sector Needs to Brace for Possible New Era ... Continued
Conditions to Closing
One term that you may hear when negotiating the sale of your business – or the purchase of a new business – is “conditions precedent” ... Continued
Representations & Warranties – No One-Size-Fits All
Private M&A purchase and sale agreements in Canada follow a very familiar pattern and typically include what can be described as the ‘usual representations and warranties’. ... Continued
Buyer Beware: Employee Liabilities from a Business Purchase
Discusses the employee liabilities involved in business transactions and s. 97 of the ESA
The Purchase Agreement: Interpretation
Discusses the first substantive article of the purchase and sale agreement – definitions and other interpretation-related provisions.
The Standstill and Exclusivity Agreement
Discusses what is necessary for a standstill agreement to be valid and enforceable
The NDA (or Confidentiality Agreement)
There are certain requirements that are necessary to be in place when reviewing a confidentiality agreement
Acquiring Contracts in an M&A Transaction
When acquiring a business, a key component is the contracts to which the company is a party to, and what contracts are transferrable
Shareholders Agreements & CCPC Status
Discusses the case of Bagtech Inc. v. R where the court confirmed that shareholder agreement can be taken into account in determining CCPC status, as long as the agreement qualifies as a unanimous shareholder agreement
The Purchase Agreement: Preamble
Discusses the introductory components of a contract, such as the title, date, parties, recitals and “lead in” to the meat of the agreement
Earn-Outs & Post-Closing Integration
Outlines the various aspects of earn-out provisions and when they are advisable
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