There are, generally speaking, relatively few judicial decisions
touching on the practical aspects of M&A law in Canada,
particularly when compared to the output of the Delaware courts.
In November, however, we saw decisions out of the Yukon Court
of Appeal (through the British Columbia Court of Appeal acting as
the appellate court for the Supreme Court of Yukon) in InterOil, and the
Alberta Court of Appeal in Smoothwater, that
touched on important considerations relating to change of control
transactions, particularly transactions progressed by way of a
judicially-sanctioned "plan of arrangement". While
unlikely to substantially alter the "best practices" for
boards of directors of target companies in the discharge of their
fiduciary duties, they do serve as a reminder of the importance of
careful and thoughtful attention to the discharge of those duties
and the potential hurdles that buyers and sellers can face in
trying to bring their transactions to completion.
