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Category Archives: M&A/Finance

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Thinking of Buying or Selling a Fintech Target? Due Diligence Issues Unique to Fintech M&A

Posted in Fintech, M&A/Finance, Startups, Virtual Currency

Although many of the same considerations related to the acquisition or sale of any technology company apply, regulatory and compliance considerations are key in the fintech space.

Fintech M&A activity, in both the Canadian market and globally, is expected to be on the rise over the next few years. In its 2016 Report, FinTech: Prepare for a Wave of M&A, UK-based investment bank FirstCapital, predicts that fintech M&A deal flow will increase “as financial incumbents look to catch up with widespread innovation from new entrants, the internet majors scale up in financial services and the technology/software majors add new … Continue Reading

The Fintech Frontier: Insights from Money20/20

Posted in M&A/Finance, Regulatory Compliance

We recently had the pleasure of attending the Money20/20 fintech conference in Las Vegas. It was an immersive and incredibly informative event, featuring speakers and thought leaders from many of the major U.S. and Canadian financial institutions, fintech innovators, major retailers, e-commerce and social media platforms and investors. Money20/20 is described as the largest global event focused on payments and financial services innovation for connected commerce at the intersection of mobile, retail, marketing services, data and technology.… Continue Reading

Prepare to Launch – Part 1: Insights from Vancouver Startup Week

Posted in M&A/Finance, Startups

McCarthy Tétrault LLP was delighted to recently host a sold-out crowd at our feature event as part of Vancouver Startup Week, a week-long celebration of Vancouver’s unique entrepreneurial spirit and innovative technology community.

Prepare for Launch”, an interactive panel moderated by McCarthy Tétrault’s Genevieve Pinto, featured guests Eric Bukovinsky, Principal, Yaletown Venture Partners; Ryan Spong, Co-Founder & CEO, Foodee; and Spencer Thompson, Founder & CEO, Sokanu, among others.… Continue Reading

Crowdfunding: New Financing Opportunities for Start-Up Companies

Posted in M&A/Finance, Regulatory Compliance

Companies in early and growth stages often need significant funding to achieve their business goals but can have difficulties finding potential investors. Until recently, Canadian regulatory rules prohibited companies in Canada from raising financing by issuing shares and other securities to the general public unless they either (i) filed a qualifying prospectus; or (ii) relied on an exemption from the requirement to file a prospectus under securities laws, which limited the pool of potential investors to people such as friends & family, business associates and accredited investors.

Recently, certain Canadian Securities Administrators introduced a new prospectus exemption, known as the … Continue Reading

AMF Now Requires Quebec Virtual Currency ATMs and Trading Platforms to be Licensed

Posted in M&A/Finance

In Quebec, a business that operates a virtual currency automated teller machine, such as a bitcoin ATM, or that provides a platform for trading virtual currencies, will now be required to obtain a license under the Money-Services Businesses Act (the “Act”). On February 12th, 2015, the Autorité des marchés financiers (the “AMF”) announced this change in a news release and published amendments to the Policy Statement to the Act, which clarified that “making available to the public a means of purchasing, with cash, virtual money from an automated distributor, without the intervention of a natural person” constitutes operating … Continue Reading

Bitcoin accepted here? Funding M&A transactions by way of Bitcoin

Posted in E-Commerce, M&A/Finance

There is no denying the increasing popularity and notoriety of the virtual currency Bitcoin.  Bitcoin market capitalization currently stands in the billions of dollars, with over 13 million Bitcoins having been mined and made available for circulation.  An increasing number of merchants, including Dell, have begun accepting payment by way of Bitcoin.  The list of goods and services that have been purchased with Bitcoin now includes university tuition, airline tickets, cars, and pizza delivery.  Some companies have started paying employees in Bitcoins.  Canada in particular has been a world leader in Bitcoin ATM’s: the first Bitcoin ATM in the world … Continue Reading

2013 Technology Law Year in Review

Posted in Consumer Protection, Contracting/Outsourcing, E-Commerce, M&A/Finance, Privacy, Regulatory Compliance

2013 was a very active year in the tech sector in Canada.  Some of the leading developments over the last year are summarised below.

Tech Transactions – Turbulent Year for BlackBerry (Fairfax transaction)

2013 was a turbulent year for the Canadian leader of the telecommunications industry. It started with a change of name, from Research in Motion Ltd. to BlackBerry, in order to rebrand the company and to be more successful on the stock market. A few months later, BlackBerry publicly announced that it was reviewing its strategic alternatives for the future. In November, BlackBerry received an investment of U.S. … Continue Reading

Personal Information and Privacy Issues in Business Transactions: Part 2

Posted in M&A/Finance, Privacy

In a previous blog entry we canvassed Canadian privacy legislation and offered businesses a cursory review on how to collect, use and disclose personal information legally in the context of a business transaction. Adding to that information, this entry will look at issues that arise during the due diligence phase of a business transaction and offer tips to assist organizations in complying with privacy obligations.

Due Diligence For Business Transactions

A comprehensive due diligence phase is often undertaken as one of the preliminary steps to help organizations evaluate business transactions. This evaluation looks to the potential value of the transaction … Continue Reading

Personal Information and Privacy Issues in Business Transactions: Part 1

Posted in M&A/Finance, Privacy

The free flow of information is essential to all business transactions and presents both opportunities and obligations for the organizations involved. Inadequate appreciation for the complexity of privacy legislation and the related implications can become not only an obstacle but a liability. This will be the first part in a series of articles that canvass the privacy issues that arise during business transactions. Part 1 will review the various legal regimes in Canada that regulate the collection, use and disclosure of personal information during business transactions.  Part 2 will look specifically at issues that arise during the due diligence phase … Continue Reading

Lesson for Companies Aquiring Financing: Tort for Breach of Confidence Cannot be Modified by Confidentiality Agreement

Posted in M&A/Finance

 The recent case Scott & Associates Engineering Ltd. v. Finavera Renewables Inc.[1] serves as a warning to many companies, in particular, technology companies that share commercially sensitive information with a perceived partner to secure the necessary funds or financing.

The Alberta Court of Queen’s Bench held in this case that a party who shared commercially sensitive information with a perceived partner could not rely on a mutual confidentiality agreement or the common law breach of confidence when the confidentiality information belongs to a third party and not the party claiming the breach. Notably, the Court rejected the argument that … Continue Reading

Social Media, Disclosure and Securities Regulation

Posted in M&A/Finance, Regulatory Compliance, Social Media

 On July 3, 2012, the CEO of Netflix Inc. did what many of us frequently do: updated his Facebook account. However, he updated his account with a post stating that Netflix viewing “exceeded 1 billion hours” in the month of June. This post was viewable by over 200,000 Facebook fans. Netflix Inc. shares rose 6.2% that day, the largest single day gain in approximately 6 weeks.

Shortly thereafter, the Securities and Exchange Commission (“SEC”) provided Netflix and the CEO with a “Wells Notice”, a notice the SEC provides when it is of the opinion that sufficient wrongdoing has … Continue Reading

Tips for Tech Companies Looking to Be Acquired

Posted in M&A/Finance

In the organised chaos of running a business, many issues naturally get overlooked until an acquisition is on the table. Stopping for a moment in the early stages to think through deal strategy, due diligence and the acquirer’s needs, saves costs and gets the deal closed. At a recent McCarthy Tétrault seminar, “Are You Ready to be Acquired“, the speakers offered the following tips to tech companies contemplating a sale – to better ensure that the acquisition process runs smoothly:

  1. Obtain current market information so you can gauge financial buyer and/or strategic buyer interest in your market, sector
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Hot Off the Press – Doing Business in Canada 2012

Posted in Copyright, Intellectual Property, M&A/Finance, Patents, Privacy, Trade-marks

If your organization is currently thinking about establishing or acquiring a technology business in Canada, the 2012 edition of Doing Business in Canada, written by McCarthy Tétrault, will prove to be a valuable resource. The guide provides a broad overview of the legal considerations that non-residents should take into account to help ensure their success as they enter into a business venture in Canada. Each section offers timely information, up-to-date legislative provisions and insightful commentary on different areas of law. After downloading the guide, we encourage you to consult one of our lawyers for a more comprehensive analysis … Continue Reading

Tech Law Summit Recap – Trends in Tech M&A and Tips for Sellers from a Strategic Buyer

Posted in M&A/Finance

During the Tech M&A/Corporate Finance panel at McCarthy Tétrault’s second annual Toronto Technology Law Summit, Ian Palm shared the results of a study into trends and opportunities in the Canadian M&A market, including trends in deal volume, value, geographic origin, and sector. Four of the key takeaways from the study were:

  1. Canadian M&A activity in the technology sector, particularly in the mid-market, continues to be robust despite challenging economic times.
  2. The “nuclear winter” experienced in recent years by venture capital in Canada is showing signs that it is beginning to thaw.
  3. Cash rich tech companies are looking for ways to
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Le Baromètre AQT : les résultats d’une enquête sur les conditions du marché et la force du secteur des TIC au Québec

Posted in Intellectual Property, M&A/Finance

Une récente enquête menée auprès des entreprises du secteur des technologies de l’information et des communications (« TIC ») du Québec a révélé des résultats encourageants et a décelé certains obstacles à la croissance et à l’investissement. SOM, pour le compte de l’Association québécoise des technologies (« AQT »), a mené une enquête auprès de 650 entreprises en TIC du Québec comptant entre 4 et 500 employés et a analysé les données recueillies auprès de 495 de ces entreprises. L’enquête était parrainée par Développement économique Canada et McCarthy Tétrault.

Voici un résumé de quelques-uns des résultats clés tirés de l’enquête.… Continue Reading

AQT Survey Reports on Market Conditions and Strength of Quebec ICT Sector

Posted in Intellectual Property, M&A/Finance

A recent survey of Quebec-based Information and Communication Technology (ICT) businesses revealed some encouraging results and identified some obstacles to growth and investment. SOM, on behalf of the Quebec Technology Association (AQT), surveyed over 650 Quebec ICT businesses with between 4 to 500 employees and analyzed the data collected from 495 of these businesses. The survey was sponsored by Canada Economic Development and McCarthy Tétrault.

Here is a summary of some of the key results from the survey.

  1. Most Quebec ICT businesses are currently growing. Of the businesses surveyed, 67% indicated that their revenues had increased during the last fiscal
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Seven Tips for Tech Companies Preparing Disclosure Schedules in M&A Deals

Posted in M&A/Finance

The preparation of accurate and complete disclosure schedules is often a significant challenge for sellers, particularly technology companies with a very small or non-existent office management staff. Often these companies focus their staffing needs on research and development and selling their product. The person who will be preparing the schedules is most likely doing so for the first time, all while doing their normal job, not to mention the work involved in closing the deal.

So why not try to make it easy for this person, as well as for all the people who will have to review these schedules?

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