Share on LinkedInShare on LinkedIn

ARTICLE · 25 APRIL 2025

Rolling Over Borders: Key Considerations For Rollovers In Canadian-US M&A Transactions

We continue to see transactions where shareholders retain a portion of their equity (generally referred to as an equity roll or rollover transaction) in cross-border M&A transactions.

CanadaCorporate/Commercial Law

We continue to see transactions where shareholders retain a portion of their equity (generally referred to as an equity roll or rollover transaction) in cross-border M&A transactions. These transactions often present unique challenges, including tax issues, questions of fairness to non-rolling shareholders, regulatory scrutiny and, particularly with respect to a US target, judicial scrutiny. Additionally, ongoing Canadian-US trade tensions may impact the attractiveness and structuring of rollovers. This insight explores key aspects of cross-border rollover transactions in both public and private M&A deals.

What is a rollover?

For purposes of this insight, a "rollover transaction" refers to apartialrollover arrangement in a public or private M&A transaction, where one or more (but not all) of the target shareholders (theRolling Shareholders) exchange (roll) all or part of their equity in the target for equity in the buyer (theBuyer) or an entity controlled by the

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

About Dentons

Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries. www.dentons.com

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. Specific Questions relating to this article should be addressed directly to the author.

See more popular content from