Dissent Rights Condition In Public M&A: Will Canada Continue Its Own Way?

Our recent blog post, which summarized the latest editions of the US and Canadian Strategic Buyer/Public Target M&A Deal Points Study indicates that in the context of public M&A transactions, Canadian and US practices are generally fairly consistent and have not changed significantly over the past few years.

One area, however, where the Canadian and US practices are not aligned is with respect to the inclusion of a condition to closing that dissent/appraisal rights not be exercised by shareholders representing more than a specified percentage of the shares of the target. Unlike in US deals where inclusion of such a closing condition is not common, Canadian deals almost always include it (in fact, based on the latest Canadian Strategic Buyer/Public Target M&A Deal Points Study, a dissent rights closing condition was included in 92% of Canadian all cash deals and 100% of share deals¹).