In recent years the U.S. M&A market has, on the whole,
become increasingly seller-friendly, driven by significant
competition for quality assets, the ability to offload deal risk at
moderate cost to third parties via transaction insurance, and
despite occasional scares, a healthy macro-economic
environment.
Although Canadian private M&A practice generally tends to
align with U.S. developments, recent deal studies from the American
Bar Association show several key areas where market practices
differ.1
Divergence in indemnity practices
The most significant differences in market practice in Canada
and the U.S. identified by the ABA studies pertain to
indemnification terms. In particular:
