![]() | Robert Chadwick & Stephen Halperin at The Canadian Institute's M&A Forum |
October-19-2010
Lawyer | Robert Chadwick, Stephen Halperin |
Area | Mergers and Acquisitions |
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
- Examining the impacts of Neo Material Technologies, Canadian Hydro Developers and other recent cases
- 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