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ARTICLE · 26 JUNE 2025

Key Considerations Relating To "Superior Proposals" In Canada

Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
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Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

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The Canadian public mergers & acquisitions (M&A) market saw a relative rarity in the first quarter of 2025 — an alleged "superior proposal" made by an alternative bidder...

CanadaCorporate/Commercial Law
Jacob Gofman
Jacob Gofman
Olga Kary
Olga Kary
Liz Litwack- Landsberg
Liz Litwack- Landsberg
Christina Sutcliffe
Christina Sutcliffe
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The Canadian public mergers & acquisitions (M&A) market saw a relative rarity in the first quarter of 2025 — an alleged "superior proposal" made by an alternative bidder during the interim period of an already announced negotiated transaction. While "superior proposals" remain rare in Canada, such proposals tend to receive significant publicity and can quickly turn contentious among the various parties involved.

The following highlights certain key considerations for bidders and target boards in considering &ldaquo;superior proposals."

Strategic Reviews, Market Checks and Deal Protections

Canadian law provides target boards with broad discretion and flexibility in designing an appropriate sale process and in the negotiation of "deal protections" and other key provisions of the definitive agreement governing a supported transaction.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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