John Emanoilidis comments on M&A Top Trends 2015 for The Globe and Mail

Corporate deals are back, law firms say – but it’s complicated

January 05, 2015

Torys’ 10th annual edition of M&A Top Trends has been featured in a Globe and Mail article on the topic of the coming year’s outlook for M&A. As partner and co-head of our M&A Practice, John Emanoilidis was sought for comment on several of the articles in the publication. Below is an excerpt of The Globe and Mail’s article.

Still, the pace [of M&A] is a far cry from the M&A frenzy of 2007. And there are a series of new hurdles, Torys LLP warns in its annual report, M&A Top Trends: 2015.

John Emanoilidis, co-head of the firm’s M&A practice, says the past year’s flow of deals won’t slow down necessarily, just that companies and their lawyers will need to be careful.

“We’re optimistic about 2015, there’s lots of transactions in the pipeline. There’s certainly headwinds ... but I think when you boil it down, with the right planning and preparation, deals will get done and we’ll have another great year,” Mr. Emanoilidis said.

Among those headwinds is what the Torys report calls a “new protectionism,” a combination of events tipping the balance of power in a corporate takeover fights toward Canadian target companies.

For years, Canada’s takeover rules regime was seen as extremely friendly to acquirers. But proposed new rules are expected to change the playing field, and make it easier for target boards to delay or block hostile takeovers. (A more radical Quebec proposal that would have potentially allowed boards much more power to block takeovers is no longer expected to go ahead.)

But Torys still concludes that despite the expected changes, the outcome of most hostile bids will remain the same.

Meanwhile, secretive “national security” reviews of deals that could involve strategic assets – including the oil sands or other “critical infrastructure” – will continue to pose risks for some proposed takeovers of Canadian companies, Torys says, noting that the Prime Minister’s Office is “regularly involved in foreign investment reviews.”

While rejections of this kind remain rare, Torys says foreign bidders, including state-owned enterprises, need to adopt “government and stakeholder relations strategies from the outset.”

For more on M&A Top Trends 2015, including a companion video and downloadable PDF of the report, click here.

To read the full article, click here (subscription only).

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