“With the impact on the global community, a global law firm with the resources and the talent to keep up to speed on a daily basis is critical”
Kelli Patel,
Dentons
“Certainly in HR and legal we’re looking at what we see in other companies and what they see in us and want to put our best foot forward”
Leanne Hull, BMO Financial Group
“Historically, if there were sticking points you’d fly out and everyone would get together around a boardroom table to hash it out. That’s happened less, which makes it more challenging to get things across the finish line in a timely manner”
Alex Farcas,
Dentons
“From the day you sign your term sheets through the closing date and beyond, there’s an integration process – and it’s been challenging doing that part virtually”
Atoussa Mahmoudpour,
WELL Health Technologies
In Partnership with
M&A on the fast track
Dentons’ recent roundtable explores the challenges – and opportunities – as M&A activity shows no sign of slowing down despite various headwinds
Read on
Alex Farcas
Dentons
Kelli Patel
Dentons
Atoussa Mahmoudpour
WELL Health Technologies
Leanne Hull
BMO Financial Group
Industry experts
THERE'S NO doubt 2021 was a record year for M&A activity. From the COVID-19 pandemic’s unexpected impact on the market to the influence of world events such as the conflict in Ukraine, the M&A landscape has been rapidly evolving over the last two years. A panel of experts recently got together to discuss the challenges – and opportunities – that are top of mind during this time of both exponential growth and persisting uncertainty.
As a “serial acquirer,” doing things virtually helps deals move quickly for WELL Health Technologies Corp., says chief legal officer Atoussa Mahmoudpour. But she also experiences downsides – for example, “the culture fit isn’t clear because you’re not sitting down to dinner with the sellers or spending days getting to know the team as a whole.”
“From the day you sign your term sheets through the closing date and beyond, there’s an integration process – and it’s been challenging doing that part virtually,” Mahmoudpour says.
While RWI is a useful tool, it doesn’t replace a full and robust due diligence – and although people are adapting to virtual diligence and the time and cost efficiencies it provides, it remains to be seen how this trend will play out in 2022, as many players still prefer to close deals via handshake.
“Historically, if there were sticking points you’d fly out and everyone would get together around a boardroom table to hash it out,” says Alex Farcas, partner at Dentons’ Toronto office and head of the M&A practice group in Canada. “That’s happened less, which makes it more challenging to get things across the finish line in a timely manner.”
“This relates to culture, and from an employment law perspective, if one company has everyone back in the office and … is trying to bring the new work-from-home employees in too, you have to be careful to preserve employment rights and obligations,” Hull says.
Employment law in particular has seen fast-paced change over the last 18 months, and as a [representative of a] British Columbia incorporated public company with a presence across Canada, Mahmoudpour is constantly on alert for any movement in that area. For example, there are new regulations in Ontario and Quebec, but not in BC.
“We have to be mindful of those things, particularly when drafting our purchasing agreements [and] employee agreements, and throughout integration,” she says.
Another issue that’s top of mind is the fragility of supply chains, highlighted by the pandemic and the more recent conflict in Eastern Europe. Some companies have secured procurement channels through acquisitions of suppliers where it makes economic sense, and when choosing global supply chain partners – or considering whether to maintain existing relationships – companies are prioritizing countries least affected by sanctions. Patel points to the recent news regarding the use of oil and gas from Russia and the creation of a “buy local” trend, in which companies are looking to partner with and make strategic investments in local supply chain providers as opposed to looking abroad.
“It’s to be determined if that will evolve as a trend in other jurisdictions and industries, but it could lead to additional M&A opportunities for people looking at it from a different angle and trying to capitalize on existing synergies in their own organizations where some assets might be a better fit for other organizations,” says Farcas.
Diversity and inclusion are also critical parts of the ESG discussion, notes Hull, and that links back to the culture discussion. When looking at the culture of an organization, “certainly in HR and legal we’re looking at what we see in other companies and what they see in us and want to put our best foot forward.” Again, part of the diligence process should be to explore any complaints or allegations of discrimination – it won’t tell the whole story, but it can be reflective of what type of culture exists in target companies and whether they value D&I.
Ultimately, M&A may be rocketing along at great speed, but it’s still an evolving – and somewhat cautious – transactional environment. Current conditions are affecting industries, some for the better and some for the worse – which creates opportunity for some players, but also requires strategies for success, given the realities organizations are facing. If Mahmoudpour’s experience as a private practitioner as well as an in-house counsel has taught her anything, it’s that “spending money on external legal help is well worth it down the line.”
“It’s something that will resurface at some point if not done properly,” she says. “It’s key to having a successful transaction for any company in the M&A space.”
As external advisors, Patel and Farcas emphatically agree: two teams – in-house and external – in these uncertain times make for a much more successful outcome.
“With the impact on the global community, a global law firm with the resources and the talent to keep up to speed on a daily basis is critical,” says Patel. “Dealmakers need high-quality legal counsel who are engaged [and] can identify challenges, and – most importantly – develop strategies to overcome them.”
2021 a record year for Canada
Dentons is designed to be different. The challenges that our clients are navigating and the opportunities they are advancing are changing at an accelerating pace. We are a law firm that embraces change and can help you grow, protect, operate and finance your organization. This is why Dentons is organized to offer more than legal insight; we help you find business solutions, in a seamless fashion, across the globe.
Find out more
In Partnership with
M&A on the fast track
Dentons’ recent roundtable explores the challenges – and opportunities – as M&A activity shows no sign of slowing down despite various headwinds
Read on
Leanne Hull
BMO Financial Group
Atoussa Mahmoudpour
WELL Health Technologies
Kelli Patel
Dentons
Alex Farcas
Dentons
Industry experts
Dentons is designed to be different. The challenges that our clients are navigating and the opportunities they are advancing are changing at an accelerating pace. We are a law firm that embraces change and can help you grow, protect, operate and finance your organization. This is why Dentons is organized to offer more than legal insight; we help you find business solutions, in a seamless fashion, across the globe.
Find out more
Alex Farcas is a partner in Dentons’ corporate group in Canada and acts as the Canadian national lead for the mergers and acquisitions group. Alex has extensive experience advising on complex cross-border public and private M&A transactions, including arrangements, takeover bids, share and asset acquisitions, and restructurings. Alex also frequently acts for issuers and underwriters in private placements and public offerings and regularly advises issuers in connection with going-public transactions and listing applications on the Toronto Stock Exchange, the TSX Venture Exchange, and the Canadian Securities Exchange. He has acted for clients in a wide range of industries including technology, life sciences, biotech, pharma, mining, oil and gas, and financial services.
Dentons
Alex Farcas
Kelli Patel is a partner and the national corporate group co-leader. She advises a broad range of clients on corporate governance, corporate/commercial law matters, and cross-border mergers and acquisitions, with a particular focus on project management of global M&A. Kelli has acted for public and private companies in connection with a broad range of matters including share and asset purchase transactions, amalgamations, and corporate restructurings. Kelli has been involved in the incorporation and organization of companies and has experience drafting shareholder, partnership, and other commercial agreements. Kelli also provides advice on a wide range of corporate and commercial law matters in several industries, including energy, pharmaceutical, manufacturing, transportation, food & beverage, and technology.
Dentons
Kelli Patel
Atoussa Mahmoudpour has over 12 years of international legal experience, spanning Europe, North America, Asia, the Middle East, and Africa. Prior to joining WELL, she held senior positions at several tier-one international law firms, including, most recently, Eversheds Sutherland LLP from 2016 to 2020. Atoussa brings with her a breadth of cross-border M&A, corporate and commercial, data privacy, and regulatory compliance experience. She has advised clients in a variety of sectors, including but not limited to technology, media, and telecommunications. Atoussa has been recognized by major peer- and client-reviewed publications, including the Legal 500 International 2020 edition, in which she was recognized as a “Rising Star”; the Legal 500 International 2019 edition, in which she was recognized as a “Next Generation Lawyer”; and in Chambers and Partners (2019–2021), in which she was recognized as “an expert in her field.”
WELL Health Technologies
Atoussa Mahmoudpour
Leanne Hull advises on pension plan investments, administration and pension plan and fund governance and fiduciary duties; employment law matters involving policy development, legislative compliance, and dispute resolution, including on mergers, acquisitions, and divestitures; executive compensation disclosure and compensation plans; and corporate governance matters involving board charters, policies, and best practices. Prior to joining BMO, Leanne served as legal counsel at a global consulting firm and, previously, as an associate in a leading pension and benefits law firm. Leanne served on the executive committee of the pensions and benefits section of the Ontario Bar Association, and she is also a member of the Association of Corporate Counsel and of the Law Society of Upper Canada.
BMO Financial Group
Leanne Hull
In Partnership with
M&A on the fast track
Dentons’ recent roundtable explores the challenges – and opportunities – as M&A activity shows no sign of slowing down despite various headwinds
Read on
Leanne Hull
BMO Financial Group
Atoussa Mahmoudpour
WELL Health Technologies
Kelli Patel
Dentons
Alex Farcas
Dentons
Industry experts
Kelli Patel is a partner and the national corporate group co-leader. She advises a broad range of clients on corporate governance, corporate/commercial law matters, and cross-border mergers and acquisitions, with a particular focus on project management of global M&A. Kelli has acted for public and private companies in connection with a broad range of matters including share and asset purchase transactions, amalgamations, and corporate restructurings. Kelli has been involved in the incorporation and organization of companies and has experience drafting shareholder, partnership, and other commercial agreements. Kelli also provides advice on a wide range of corporate and commercial law matters in several industries, including energy, pharmaceutical, manufacturing, transportation, food & beverage, and technology.
Dentons
Kelli Patel
Atoussa Mahmoudpour has over 12 years of international legal experience, spanning Europe, North America, Asia, the Middle East, and Africa. Prior to joining WELL, she held senior positions at several tier-one international law firms, including, most recently, Eversheds Sutherland LLP from 2016 to 2020. Atoussa brings with her a breadth of cross-border M&A, corporate and commercial, data privacy, and regulatory compliance experience. She has advised clients in a variety of sectors, including but not limited to technology, media, and telecommunications. Atoussa has been recognized by major peer- and client-reviewed publications, including the Legal 500 International 2020 edition, in which she was recognized as a “Rising Star”; the Legal 500 International 2019 edition, in which she was recognized as a “Next Generation Lawyer”; and in Chambers and Partners (2019–2021), in which she was recognized as “an expert in her field.”
WELL Health Technologies
Atoussa Mahmoudpour
Leanne Hull advises on pension plan investments, administration and pension plan and fund governance and fiduciary duties; employment law matters involving policy development, legislative compliance, and dispute resolution, including on mergers, acquisitions, and divestitures; executive compensation disclosure and compensation plans; and corporate governance matters involving board charters, policies, and best practices. Prior to joining BMO, Leanne served as legal counsel at a global consulting firm and, previously, as an associate in a leading pension and benefits law firm. Leanne served on the executive committee of the pensions and benefits section of the Ontario Bar Association, and she is also a member of the Association of Corporate Counsel and of the Law Society of Upper Canada.
BMO Financial Group
Leanne Hull
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Alex Farcas is a partner in Dentons’ corporate group in Canada and acts as the Canadian national lead for the mergers and acquisitions group. Alex has extensive experience advising on complex cross-border public and private M&A transactions, including arrangements, takeover bids, share and asset acquisitions, and restructurings. Alex also frequently acts for issuers and underwriters in private placements and public offerings and regularly advises issuers in connection with going-public transactions and listing applications on the Toronto Stock Exchange, the TSX Venture Exchange, and the Canadian Securities Exchange. He has acted for clients in a wide range of industries including technology, life sciences, biotech, pharma, mining, oil and gas, and financial services.
Dentons
Alex Farcas
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Copyright © 2022 Key Media
Advertise
About us
Contact us
Privacy
Terms of Use
Submit your move
Canadian Lawyer subscription
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Newsletter
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External contributors
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RSS
News
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Leanne Hull advises on pension plan investments, administration and pension plan and fund governance and fiduciary duties; employment law matters involving policy development, legislative compliance, and dispute resolution, including on mergers, acquisitions, and divestitures; executive compensation disclosure and compensation plans; and corporate governance matters involving board charters, policies, and best practices. Prior to joining BMO, Leanne served as legal counsel at a global consulting firm and, previously, as an associate in a leading pension and benefits law firm. Leanne served on the executive committee of the pensions and benefits section of the Ontario Bar Association, and she is also a member of the Association of Corporate Counsel and of the Law Society of Upper Canada.
BMO Financial Group
Leanne Hull
Atoussa Mahmoudpour has over 12 years of international legal experience, spanning Europe, North America, Asia, the Middle East, and Africa. Prior to joining WELL, she held senior positions at several tier-one international law firms, including, most recently, Eversheds Sutherland LLP from 2016 to 2020. Atoussa brings with her a breadth of cross-border M&A, corporate and commercial, data privacy, and regulatory compliance experience. She has advised clients in a variety of sectors, including but not limited to technology, media, and telecommunications. Atoussa has been recognized by major peer- and client-reviewed publications, including the Legal 500 International 2020 edition, in which she was recognized as a “Rising Star”; the Legal 500 International 2019 edition, in which she was recognized as a “Next Generation Lawyer”; and in Chambers and Partners (2019–2021), in which she was recognized as “an expert in her field.”
WELL Health Technologies
Atoussa Mahmoudpour
Kelli Patel is a partner and the national corporate group co-leader. She advises a broad range of clients on corporate governance, corporate/commercial law matters, and cross-border mergers and acquisitions, with a particular focus on project management of global M&A. Kelli has acted for public and private companies in connection with a broad range of matters including share and asset purchase transactions, amalgamations, and corporate restructurings. Kelli has been involved in the incorporation and organization of companies and has experience drafting shareholder, partnership, and other commercial agreements. Kelli also provides advice on a wide range of corporate and commercial law matters in several industries, including energy, pharmaceutical, manufacturing, transportation, food & beverage, and technology.
Dentons
Kelli Patel
Alex Farcas is a partner in Dentons’ corporate group in Canada and acts as the Canadian national lead for the mergers and acquisitions group. Alex has extensive experience advising on complex cross-border public and private M&A transactions, including arrangements, takeover bids, share and asset acquisitions, and restructurings. Alex also frequently acts for issuers and underwriters in private placements and public offerings and regularly advises issuers in connection with going-public transactions and listing applications on the Toronto Stock Exchange, the TSX Venture Exchange, and the Canadian Securities Exchange. He has acted for clients in a wide range of industries including technology, life sciences, biotech, pharma, mining, oil and gas, and financial services.
Dentons
Alex Farcas
Year-over-year increase in deals activity
117%
24%
Year-over-year increase in deals volume
Number of announced deals:
over 62,000
2021 broke records globally
– an unprecedented 24% year-over-year increase
Value of publicly disclosed deals:
– an all-time high, and up 57% year-over-year
US
$5.1tn
One emerging trend is the increasingly strong sellers’ market, and Kelli Patel, national corporate group co-leader at Dentons in Canada, is seeing a rise in public-style private company transactions and the corresponding shift in risk allocation from sellers to buyers.
“Historically, private company buyers have relied on a robust set of seller reps and warranties and other protections,” Patel says. “This is the opposite approach to public company deals, where the seller is able to walk away clean.”
The rise in these types of deals corresponds with the increased use of buy-side rep and warranty insurance in Canada in order to shift at least a portion of risk to a third-party insurer, but Patel warns parties need to be mindful of the fact that insurers now more than ever will look to carve out certain obligations in their policies. She recommends also managing risk through indemnification, escrows, or holdbacks, or factoring risk into the purchase price itself.
The current environment is a strong employee market, says Leanne Hull, associate general counsel and director of employment, pension, and compensation law at BMO Financial Group. On both sides of the table there’s a concern about retaining talent, in no small part due to expectations of “a new world order in how we operate,” including a flexible or fully remote working environment.
ESG considerations are also front and centre, with an increased focus by multinationals as well as mid-market players. A supplier or target’s objectives are reviewed and scrutinized during diligence processes as gold-star ESG practices are globally considered not only the right thing to do, but also the best thing to do from an economic perspective in that they lead to a more profitable business. But as regulations around environmental and corporate social responsibility become more stringent, some markets are being labelled too expensive from a regulatory perspective. For example, in BC the reclamation costs and the obligation to post reclamation security have gone up significantly over the years, and foreign investors who thought the market was prime for investment 10 years ago are currently reassessing.
Dentons is designed to be different. The challenges that our clients are navigating and the opportunities they are advancing are changing at an accelerating pace. We are a law firm that embraces change and can help you grow, protect, operate and finance your organization. This is why Dentons is organized to offer more than legal insight; we help you find business solutions, in a seamless fashion, across the globe.
Find out more
