North America: Corporate/Commercial Law

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Article
What Do I Need To Know About Contingent Value Rights?
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.
Canada Commercial
BC
Blake, Cassels & Graydon LLP
Article
SEC Permits Shortened Offering Period For Certain Equity Tender Offers
On April 16, 2026, the Division of Corporation Finance for the Securities and Exchange Commission (“SEC”) issued an exemptive order (the “Order”) permitting certain equity tender offers to utilize an abbreviated offer period of as few as 10 business days, rather than requiring a tender offer remain open for at least 20 business days, as is currently required under Rule 13e-4(i) of the Securities Exchange Act of 1934 (the “Exchange Act”).
United States Commercial
CW
Cadwalader, Wickersham & Taft LLP
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Article
Disclosin’ Ain’t Eazy: A Cautionary Tale Of Deficient Disclosure For Franchisors
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.
Canada Commercial
C
Cassels
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Article
What Do I Need To Know About Contingent Value Rights?
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.
Canada Commercial
BC
Blake, Cassels & Graydon LLP
Article
The CCAA’s Reach Expands: Equity Investors, Foreign Companies And Solvent Companies
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).
Canada Commercial
BC
Blake, Cassels & Graydon LLP
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Article
Court Of Chancery Opens The Door For Expanded Caremark Liability Based On Workplace Misconduct Oversight Failures
Recently, the Delaware Court of Chancery held in Los Angeles City Employees’ Retirement System v. Glenn Sanford, et al. (“eXp”) that officers’ and directors’ fiduciary oversight obligations may extend to the investigation and remediation of workplace sexual misconduct and that a failure to respond adequately in good faith to such claims may constitute a breach of fiduciary duty under the Caremark doctrine.
United States Commercial
CW
Cadwalader, Wickersham & Taft LLP
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