Canada: Corporate/Commercial Law

After a brief dip in popularity in the Canadian public M&A market, contingent value rights, or CVRs, have seen renewed interest as acquirors and target companies look to bridge gaps on value attributable to a future milestone, asset or performance outcome. CVRs provide target shareholders with a contractual right to receive additional consideration post-closing if specified payment triggers are satisfied during their term; they are used to address circumstances where the parties agree on the base value of a company but disagree on specific (and contingent) drivers of value.

The Ontario Superior Court's decision in EazyFoods Inc. v 615241 Ontario Ltd. examines the consequences when franchisors fail to meet Ontario's rigorous pre-contractual disclosure requirements under the Arthur Wishart Act. This case reveals how deficient financial statements, piecemeal disclosure practices, and material omissions can expose franchisors to substantial rescission damages when franchise relationships deteriorate.

Can equity investors commence proceedings under the Companies’ Creditors Arrangement Act (CCAA)? Can CCAA relief extend to foreign companies with no business or assets in Canada? Can CCAA relief be granted against entities that are not insolvent? In a precedent-setting decision released on May 11, 2026, the Alberta Court of Appeal held, yes, yes and yes (in appropriate circumstances).