Robert Chadwick & Stephen Halperin at The Canadian Institute's M&A Forum

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October-19-2010

Details

Creative Structures and Strategies to Overcome Transactional Hurdles and Risk in the Recovering Economy
October 19 - 20, 2010
InterContinental Toronto Yorkville
Toronto, Ontario

Tuesday, October 19, 2010
9:45 am Distressed M&A: Alternative Paths to Control; Key Structuring and Negotiating Issues

Panelist:  Robert Chadwick, Partner, Goodmans LLP

The session will cover:

• Good business, bad balance sheet: Can you get one without the other?
• Determining who to contact - the Company or the creditors?
• Bidding in the context of an insolvency process
• Understanding Canadian-style sale processes as compared with a Chapter 11 363 sale
• The importance of understanding the viability and value of the target’s standalone alternative
• Exploring opportunities not available in typical M&A: Contract reputations, captive lenders and the claims bar date
• Examining how different types of creditors perceive value
• Is there more due diligence risk in a distressed situation?
• Is there more bid execution risk? Managing last bid wins risk
• Determining whether buying debt provides a strategic advantage: Should a prospective buyer offer up the DIP?

1:45 pm  Current Defensive Strategies Against Hostile Takeovers

Panelist:  Stephen Halperin, Partner, Goodmans LLP

The session will cover:

• Setting the economic context for hostile takeovers and the use of poison pills
• Assessing the impacts of developments in cease trade challenges
• Are poison pills becoming more poisonous?
  • Examining the impacts of Neo Material Technologies, Canadian Hydro Developers and other recent cases
    towards a “just say no” defence in Canada - Contrast with Lionsgate and trends in the use of poison pills in the US
• Exploring recent examples of defensive strategies: How they have been used, and how they have been challenged?
• Insulating the deal: Using break fees and other deal protections
• Practice tips for saving resources and costs associated with defensive options
• Understanding the mechanics and structure of “shareholder friendly” rights plans