To help find a reasonable middle ground or to resolve a thorny point of negotiation in a share or asset purchase agreement, clients often will ask their merger and acquisition (“M&A”) lawyer: “What’s market”? However, the view of one deal lawyer may differ from the view of another and will be influenced by the lawyer’s own experiences, clients and negotiating acumen.
In 2008, the Mergers & Acquisitions Committee of the American Bar Association, Section of Business Law published its first Canadian Private Target M&A Deal Points Study.1 That Study was the first-ever report on key deal terms in Canadian private company M&A agreements. The Study became an instant must-have tool for M&A lawyers, as it provided very useful, objective insights into Canadian market practices. The most recent study was released by the M&A Committee on December 19, 2019 (the “2019 ABA Study”)2 . The six Canadian studies, produced over an 11-year period, include historic trend information as well as useful comparisons in Canadian and United States deal practices (the ABA M&A Committee produces similar studies on United States private target M&A deal points). In this bulletin, we discuss some of the key takeaways from the 2019 ABA Study.3
1 American Bar Association, M&A Market Trends Subcommittee of the Mergers and Acquisitions Committee, 2008 Canadian Private Target Mergers & Acquisitions Deal Points Study (American Bar Association, 2008). John Clifford chaired the working group of Canadian M&A lawyers who produced the 2008, 2010 and 2012 studies and has remained actively involved on the working groups for subsequent studies.
2 American Bar Association, M&A Market Trends Subcommittee of the Mergers and Acquisitions Committee, Canadian Private Mergers & Acquisitions Deal Points Study (Transactions signed in 2016 and 2017) (American Bar Association, 2019).
3 This bulletin also makes specific references to previous ABA Canadian Private Target M&A Deal Points Studies released in 2012, 2014 and 2016 (the “2012 ABA Study”, the “2014 ABA Study” and the “2016 ABA Study”, respectively).
The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.
© McMillan LLP 2019