You Say UCC, We Say PPSA

A discussion of the Canadian equivalent of the UCC - the Personal Property Security Act in the context of an M&A transaction.

Although we often think of the regimes that govern registrations made against personal property as a concern to lenders and their counsel, M&A lawyers and business people are unable to escape this area of the law... at least not completely. As part of the legal due diligence process in almost any M&A deal, registrations against the target's assets will be uncovered. As such, the target and its counsel will want to ensure that any disclosure surrounding these registrations lines up with the representations made in the purchase agreement, and the buyer and its counsel will want comfort surrounding the scope of the registrations, and in particular, whether they attach to any of the assets being acquired as part of the M&A transaction.