Five Key M&A Cases From 2017 To Consider This Proxy Season

Heading into the 2018 proxy season, we have summarized five Canadian M&A cases from 2017 and their potential impact. This article should be read together with our recent post summarizing some of 2017's most noteworthy developments in governance and disclosure requirements and guidelines.

#1. Residual uncertainty remains on the standard applicable to fairness opinions in plans of arrangement

On February 22, 2017, the Yukon Supreme Court ("YKSC") approved an amended plan of arrangement for InterOil Corporation ("InterOil") to be acquired by Exxon Mobil Corporation ("Exxon") ("InterOil #2").¹ The YKSC decision leaves residual uncertainty that has persisted since the 2016 decision of the Yukon Court of Appeal ("YKCA") in InterOil Corporation v. Mulacek ("InterOil #1").² InterOil #1 surprised many Canadian M&A lawyers because the YKCA reversed the lower court's approval of the original plan of arrangement notwithstanding the significant premium offered by Exxon and its