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Canadian technology and VC-backed exits don't follow the broader Canadian private M&A playbook. They are a distinct market, built around pricing precision, technology-specific risk, and a remedies stack calibrated for venture-backed sellers.
This update to Fasken's Exit InSights report benchmarks Canadian technology and VC-backed exit data against the American Bar Association's 2025 Canadian Private Target M&A Deal Points Study. The objective: show where Canadian tech exits (as reflected in Exit InSights) diverge from broader Canadian private M&A practice, and explain what those differences mean for buyers, sellers, founders, investors, and advisors at the negotiation table.
The report explores:
- Why Canadian tech exits operate as a distinct market, defined by pricing precision, technology-specific risk, and sophisticated liability structures.
- How pricing mechanics are tighter in tech deals, with higher use of purchase price adjustments and full debt, cash, and working capital bridges.
- The rise of privacy and cybersecurity representations as near-standard deal terms in technology M&A.
- How cross-border influences shape governing law, negotiation dynamics, and drafting approaches, even when Canadian law governs.
- Modern approaches to risk allocation, including MAE architecture, disclosure practices, and express non-reliance.
- How venture-backed seller dynamics drive knowledge standards (actual vs. constructive) and indemnification structures (survival, baskets, caps).
- The RWI effect on the remedies stack, and what it means for buyers and sellers calibrating post-closing exposure.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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