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’. In sophisticated purchase agreements the usual representations and warranties are comprehensive and cover everything from corporate, employment and environmental matters to financial, tax and intellectual property matters. While the usual representations and warranties cast a wide net, they are by no means a one-size-fits all solution for addressing risk. Each transaction is unique and requires that clients, their financial advisors and their legal advisors turn their mind to drafting representations and warranties that address the specific risks of the transaction. Continue reading
Everyone has heard of the damage that can done to a company through inappropriate use of social media, yet a company’s social media presence generally receives little to no attention when it comes to the purchase and sale of a business. Even though the goodwill associated with the business may be a major factor in the purchaser’s decision to buy it, the purchaser will rarely require more than a list of all passwords and login information and general representations and warranties related to intellectual property.
In a recent Legal Post Article Drew Hasselback prognosticates that representation and warranty (R&W) insurance “may pick up steam in Canada this year”. While R&W insurance has been around for more than 20 years, it has never gained significant traction in the context of M&A transactions in Canada. Is this about to change?
On January 15, 2015, further provisions under Canada’s Anti-Spam Law, commonly known as “CASL”, came into effect. These provisions prohibit the installation of computer programs, or sending of electronic messages from a computer system where a computer program has been installed, without express consent. More information can be found on these new provisions in an article I wrote for our Technology and IP Group. With these provisions coming in to effect, it is an opportune time to remind ourselves of the impact of CASL on M&A transactions.