Canada: M&A/Private Equity

As artificial intelligence becomes deeply embedded in business operations across all industries, buyers and investors face a new category of risks that extend far beyond traditional technology companies. From intellectual property concerns to data sovereignty issues, understanding how AI is integrated into a target company's workflows has become essential for effective due diligence and risk assessment.

GP stakes transactions—namely, minority investments by third-party investors in a private asset manager—were once viewed primarily as a founder liquidity tool. The market, however, has evolved well beyond that original story, with these transactions increasingly framed as strategic partnerships rather than mere financing events.

Canada's nuclear industry is experiencing unprecedented growth as major reactor projects and government energy policies drive billions in investment and reshape the sector's supply chain. As consolidation accelerates among nuclear suppliers, technology vendors, and specialized manufacturers, acquirers face a complex landscape of regulatory licensing requirements, nuclear liability frameworks, and intensified foreign investment scrutiny that fundamentally differs from conventional M&A transactions. Understan

The Canadian Competition Bureau's enforcement activity intensifies with criminal charges in a deceptive marketing case, while merger review volumes climb and new guidance emerges on private access to the Competition Tribunal. How are these developments reshaping the competitive landscape for businesses operating in Canada?

The Capital Markets Tribunal has established a two-part test for making public interest orders in enforcement proceedings even when no securities law violation has occurred. This landmark decision in Oasis World Trading Inc. clarifies when regulators can intervene based on conduct that undermines core principles of securities law and creates effects with a public dimension, potentially reshaping how proprietary trading firms approach supervision and compliance systems.

When businesses transfer depreciable property into newly created partnerships, subsidiaries, or other entities as part of a corporate reorganization, the timing of capital cost allowance claims can depend on whether key tax attributes survive the transfer.

Canada's Competition Bureau has significantly altered its merger review approach since 2022 amendments to the Competition Act, with more transactions classified as complex and longer review timelines. The Bureau is also issuing fewer Advance Ruling Certificates while parties increasingly employ "pull and refile" strategies to avoid Supplementary Information Requests, raising important questions about the practical implications of the new remedial standard.

Les clauses d'earn-out permettent de combler les écarts de valorisation dans les transactions de fusion-acquisition en différant une partie du prix selon des critères de performance post-clôture. Bien que populaires en période d'incertitude économique, ces mécanismes contractuels comportent des risques significatifs de litige et nécessitent une rédaction précise pour aligner les intérêts des parties.

Those that don’t keep up get left behind. This age-old logic arguably applies to capital markets as much as to anything else, and the Canadian Securities Administrators (CSA) would seem to agree.