Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 26 JUNE 2023

Does A Different MAE Analysis Apply To A "Financial" Buyer?

Fasken
Explore more from Fasken

"Financial" buyers are amongst the most active participants in M&A. Alleged material adverse effects ("MAE") are amongst the most complex disputes in M&A.

GlobalCorporate/Commercial Law
Grant E. McGlaughlin
Grant E. McGlaughlin
Caitlin Rose
Caitlin Rose
Gesta Abols
Gesta Abols
Paul Blyschak
Paul Blyschak
Author LinkedIn connections

"Financial" buyers are amongst the most active participants in M&A. Alleged material adverse effects ("MAE") are amongst the most complex disputes in M&A.

What happens when the two meet? Numerous Delaware decisions have indicated that a different MAE analysis might apply where the M&A transaction features a "financial" buyer (as opposed to a "strategic" buyer). Moreover, the scant Canadian caselaw that has considered the issue arguably points in the same direction.

Given that Canada is consistently the largest foreign destination for U.S. outbound M&A by deal volume,1 we explore this issue for the benefit of M&A lawyers on both sides of the border.

"Financial" Buyers vs "Strategic" Buyers

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.

Register for freeORLog in

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.

View source

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

The Compliance Judges’ Scorecard: OSC RIE Division 2026 Annual Report

Cybersecurity, artificial intelligence, fee practices and the quality of regulatory filings feature prominently in the Ontario Securities Commission’s (OSC) latest account of its registration and examination work. OSC Staff Notice 33-762, released on October 7, 2026, reports on the Registration, Inspections and Examinations Division’s (RIE) activities for the fiscal year ended March 31, 2026 (Staff Notice).
CanadaCorporate/Commercial Law
Borden Ladner Gervais LLP
Borden Ladner Gervais LLP
Article

October 2026 Amendments To Chambers Practice In British Columbia: What To Know

The amendments were developed with the input of stakeholders, including members of the judiciary, the legal profession, government ministries and the public, in response to ongoing concerns regarding chambers delays, scheduling inefficiencies, inaccurate time estimates, and matters that are set down for hearing but ultimately do not proceed as scheduled
CanadaCorporate/Commercial Law
Singleton Urquhart Reynolds Vogel LLP
Singleton Urquhart Reynolds Vogel LLP
Article

Be Careful What You Sign: Non Est Factum Remains A Difficult Defence To Establish

A recent British Columbia Supreme Court case reaffirms that non est factum—the legal doctrine allowing parties to void contracts signed under fundamental misapprehension—remains an exceptionally narrow defence. When guarantors attempted to escape liability by claiming limited English proficiency and misunderstanding the unlimited nature of their guarantees, the court rejected their defence, emphasizing that parties cannot avoid contractual obligations simply because they failed to seek proper
CanadaCorporate/Commercial Law
Watson Goepel LLP
Watson Goepel LLP
Article

More Than Skin Deep: Ontario Considers A Makeover Of Cosmetic Injection Rules

A regulatory shift now under consideration in Ontario could reshape how the province’s medical aesthetic clinics operate. The proposal, which would change how nurses are authorized to administer medical aesthetic services, invites a broader look at how Ontario currently regulates cosmetic injections and how the proposed changes would align the province more closely with the regulatory frameworks already in place elsewhere in Canada. While these procedures are often marketed as routine “spa” services, they remain medical acts that involve prescription products and carry clinical risks.
CanadaFood, Drugs, Healthcare, Life Sciences
Fasken
Fasken
Article

Canada’s Counter-Tariffs On US Goods: A Primer On What Canadian Businesses Need To Know

Effective September 8, 2026, Canada implemented retaliatory tariffs on certain U.S. goods in response to the initial 50% tariffs imposed by the US under Section 338 of the Tariff Act of 1930. To operationalize these measures, the Canada Border Services Agency (CBSA) issued Customs Notice 26-23, establishing binding administrative rules on how the surtax will be applied, calculated, and collected.
CanadaInternational Law
Fasken
Fasken
Article

Life Sciences-Health Canada Takes Action Against Unauthorized Peptide Sales

On July 29, 2026, Health Canada announced that it had obtained a permanent injunction against a Québec-based company in connection with the sale of unauthorized injectable peptides in Canada. The announcement reflects Health Canada’s continued focus on peptide products and serves as a reminder that injectable peptides intended for human use are regulated as prescription drugs and are subject to Canada's drug regulatory framework.
CanadaFood, Drugs, Healthcare, Life Sciences
Fasken
Fasken
Article

Buying Quebec, Buying Canadian: What The New Orders In Council 1358-2026 And 1359-2026 Mean For Procurement

Under Order in Council 1358-2026, the Québec government authorizes, from September 7, 2026 to January 31, 2027, the Centre d'acquisitions gouvernementales (the “CAG”) to depart from the general principle that public calls for tenders must be open and without discrimination to foreign suppliers from jurisdictions bound by an intergovernmental agreement with Québec.
CanadaGovernment, Public Sector
Fasken
Fasken
Article

Counter-Tariffs In Force, U.S. Import Bans Announced, A Cabinet Planning Forum, An Investment Summit, EU Diplomatic Overtures And A House Returning

With Labour Day now behind us, Parliament Hill is gearing up for its September 21 return. Canada’s counter-tariffs on nearly $28 billion in American goods are now in force, and the United States has already escalated in response: President Trump has signed measures to ban certain Canadian alcohol, dairy-related products, molasses, non-alcoholic beer, motorcycles and mopeds from entering the U.S. market as of September 29, while modifying the list of Canadian goods subject to 50% tariffs effective September 15 and directing action to remove Canadian-origin products from U.S. government procurement schedules.
CanadaInternational Law
Fasken
Fasken