Research Handbooks in Corporate Law and Governance series
Edited by Claire A. Hill and Steven Davidoff Solomon
Chapter 20: Canadian M & A: a comparative perspective
For many American lawyers and business people, Canada is the ‘familiar stranger’. Canadian legal and regulatory measures in the M & A field have many similarities to American models. But the many apparent similarities sometimes mask the distinctiveness of the Canadian corporate and legal landscape. From the distinctive Canadian use of the plan of arrangement to structure friendly acquisitions to the prominent and decidedly pro-shareholder role historically played by Canadian securities regulators in hostile bids, the Canadian M & A environment offers a number of illuminating examples of alternative legal and regulatory approaches to issues encountered in major acquisitions worldwide. Critical distinctions between Canadian and American takeover law have important theoretical and practical implications. The Canadian merger and acquisition environment has become of considerable interest to US business executives looking for suitable acquisition targets as well as to activist investors. From a broader theoretical or policy perspective, the Canadian system provides a useful and illuminating counterpoint to the American M & A regime. Canadian and U.S. legal, economic and political systems are sufficiently similar to make comparisons meaningful. Yet, key points of distinction between Canadian and American merger and acquisition law and practice make comparisons interesting. The Canadian law governing mergers and acquisitions today comprises a complex modern array of federal and provincial corporate and securities law provisions blending English, American, and uniquely Canadian features.
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