When COVID met MAE in the Ordinary Course: Ontario Court Orders Buyer to Complete its M&A Transaction
The recent decision of the Ontario Superior Court of Justice in Fairstone Financial Holdings Inc. v Duo Bank of Canada has established an important precedent for the interpretation of two common features of M&A transaction agreements - material adverse effect clauses and covenants to carry on business in the ordinary course. There has been a wave of cases in Canada, the United States and elsewhere since the outbreak of COVID-19 where a buyer has invoked these provisions to walk away from an acquisition. This decision provides some much-needed judicial guidance on the subject matter.
22 Jun 2021, 12:30 PM
1 CPD hours
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About the Instructor(s)
Partner, McMillan LLP
John’s practice is focused on M&A transactions, complex commercial matters and reorganizations, and competition law matters. He has extensive experience advising a diverse range of private equity firms, global companies, entrepreneurs and other clients on domestic and cross-border deals across many industries. Recognized internationally for his M&A and competition law expertise and experience, Who's Who Legal identifies John as one of the top M&A lawyers in Canada and states that John is "top notch by all accounts", "very client focused" and "always delivers". John is a long-time member of the ABA M&A Committee. He was the inaugural Chair of a working group of Canadian M&A deal lawyers that studies and develops reports for the ABA's M&A Committee on trends in deal terms used in Canadian private company acquisitions, and was Chair of that working group for seven years. Currently, he is Co-Chair of a Task Force that is updating the ABA's model asset purchase agreement. In each of the past 4 years John has been named to the prestigious global list of OUTstanding Leading LGBT+ Executives as presented by the Financial Times/Yahoo Finance, in recognition of his business achievements and impact on LGBT inclusion within McMillan and externally. Previously he received a Lexpert Zenith Award and an Out On Bay Street “Leaders To Be Proud Of” Award.
Associate, McMillan LLP
Mikolaj is building a practice with a focus on assisting domestic and foreign clients with various negotiated transactions, including the acquisition and sale of businesses, corporate reorganizations, corporate finance transactions and private placements. He also regularly advises clients on corporate governance issues and commercial matters including the review and preparation of complex agreements. Mikolaj works with clients in a variety of industries, including private equity, start-up and venture capital, and information technology.