Publications for Corporate and M&A Law Committee
Interview with Ambassador David MacNaughton on diplomacy, dealmaking and the rule of law
At the Corporate and M&A Law Committee reception and dinner at the Art Gallery of Ontario, Ambassador David MacNaughton was interviewed by Committee Co-Chairs Nicola Charlston and Bertrand Cardi. He offered pragmatic reflections on diplomacy and negotiation in an era of heightened geopolitical complexity.
Released on Dec 1, 2025
Locking up the deal – perspectives and practices from around the world
This 2025 Toronto session explored the mechanisms and strategies used by global deal practitioners to provide greater deal certainty in regard to M&A transactions. The panel, chaired by Sarah Young and Rabindra Jhunjhunwala, featured perspectives from legal advisers, in-house counsel and an investment banker, with the panel hailing from the United States, Canada, Japan and India.
Released on Dec 1, 2025
The role of shareholders in M&A transactions
This 2025 Toronto session explored the different ways of dealing with shareholders when executing M&A transactions. In particular, the panel, which was moderated by Gabriella Covino and Harry Coghill, noted that significant M&A transactions generally require engagement with one or both sets of shareholders.
Released on Dec 1, 2025
M&A café – roundtables
The M&A café roundtables session, organised by Dovilè Burgiene and Lorenzo Olgiati, featured five specialised discussion sessions involving participants, with each session led by experienced moderators. The roundtables covered hot due diligence issues; government intervention trends; the impact of AI on M&A transactions; directors’ liability issues; and private equity transaction trends, respectively.
Released on Dec 1, 2025
Distressed M&A: geopolitical upheaval, distressed M&A markets and strategies for success
This panel at the IBA Annual Conference Toronto 2025 examined the impact of global economic uncertainty on distressed M&A activity, addressing market trends, deal structures and jurisdictional differences. The panelists discussed strategies for managing pre-insolvency and insolvency transactions in their relevant jurisdictions and from different angles, with particular attention paid to due diligence challenges, stakeholder coordination and liability management.
Released on Dec 1, 2025
Canadian pension funds – the evolving Canadian model
This panel session at the IBA Annual Conference Toronto 2025 was on the subject of ‘Canadian pension funds – the evolving Canadian model’ and featured an impressive line-up of participants from four of the ‘Maple 8’ pension funds.
Released on Dec 1, 2025
Running auctions or strategic review processes – legal tips and advice
This 2025 Toronto conference session offered valuable insights into the design and execution of auction and strategic review processes during M&A transactions.
Released on Dec 1, 2025
Welcome to the wild west: activism in Canada and elsewhere
This 2025 Toronto session provided a lively discussion among the panelists involving a live activism scenario, covering relevant legal considerations to keep in mind, potential defensive measures, components of a strong activism response framework and adviser team, as well as shareholder engagement strategies, among other subjects.
Released on Dec 1, 2025
Data centres: the good, the bad and the ugly
This discussion at the IBA Annual Conference Toronto 2025 looked at the explosive growth of global data generation, examining how rising AI workloads, hyperscaler expansion and power scarcity are reshaping the fundamentals of site selection, permitting, energy strategy and infrastructure planning.
Released on Dec 1, 2025
Navigating franchise investments: legal strategies for private equity in franchise transactions
This joint committee panel at the IBA Annual Conference Toronto 2025 involved a thoughtful discussion among the panelists covering the relevant legal considerations to keep in mind when dealing with private equity (PE) investments in franchise transactions, which was of interest to practitioners involved in private equity practice, as well as advertising and franchise specialists.
Released on Dec 1, 2025
Mergers: practical issues in international M&A deals
Planning and structuring an M&A deal is becoming increasingly challenging, especially when dealing with cross-border transactions involving multiple jurisdictions. This session at the IBA Annual Conference Toronto 2025 focused on how to navigate this shifting landscape and effectively manage antitrust risks within M&A transactions.
Released on Dec 1, 2025
Business combinations of profit-driven companies with purpose-driven companies
This 2025 Toronto session explored how mission-focused and profit-oriented organisations can align their values and strategies during mergers, investments and in regard to governance.
Released on Dec 1, 2025
Foreign direct investment and political considerations in M&A deals: increasing scrutiny in an era of greater protectionism
This 2025 Toronto session was moderated by Audrey Chen and Alastair Mordaunt, with experts from Germany, Canada and the United Kingdom. It discussed the constantly evolving foreign direct investment landscape, noting that outcomes are unpredictable when facing various practical challenges.
Released on Dec 1, 2025
Why take chances? A deep dive into the regulatory, compliance and transactional complexities of acquiring a gambling business
Gambling M&As in North America and Europe today in the .com space often involve activities that are not legal in the sense that they are not specifically licensed or authorised by the relevant jurisdiction in which they operate, raising numerous challenges for lawyers. This panel at the IBA Annual Conference Toronto 2025 explored this subject.
Released on Dec 1, 2025
Tariffs and the M&A landscape in India: navigating a new trade reality
The reimposition of tariffs by the United States in 2025, including a 50 per cent ad valorem duty on selected Indian exports, has significantly altered India’s trade dynamics. These measures, framed as reciprocal tariffs, have placed Indian exporters at a competitive disadvantage compared to their peers in Vietnam, Bangladesh and Indonesia, who face lower tariff burdens. The impact is particularly acute in sectors like textiles, vehicle components, gems and jewellery and marine products, industries that are heavily export oriented and dominated by micro, small and medium enterprises.
Released on Oct 31, 2025
Post-conference report: ‘Mergers and acquisitions in India – a key engine to the $30tn goal’
Against the backdrop of India’s projected economic trajectory, the IBA Corporate and M&A Law Committee convened its biennial India conference on the theme ‘Mergers and acquisitions in India: a key engine to the USD 30 trillion goal’. It was held in early April 2025, in Mumbai.
Released on Sep 24, 2025
Perspectives on the reform proposed to the Brazilian Civil Code for corporate law
In 2025, the Brazilian Congress initiated formal discussions on a bill to substantially amend the Brazilian Civil Code. Among the various topics under consideration are significant changes to Brazilian corporate law. This article provides an overview of the proposed modifications, with a particular focus on their potential impact on foreign companies seeking to invest in Brazil.
Released on May 23, 2025
Material adverse change clauses in M&A: the risks of USMCA renegotiation and tariff uncertainty
This article examines the enforceability of Material Adverse Change (MAC) clauses in scenarios involving tariffs or sudden treaty changes, analysing how courts in the United States and Mexico might assess such enforceability claims under their respective legal systems.
Released on May 23, 2025
Indonesia legal insights: merger filing procedures and requirements in Indonesia in accordance with competition law
Monopolistic practices and/or unfair business competition are subject to heavy scrutiny by the Indonesian Government, especially in the context of transactions involving Mergers and Acquisitions (‘M&A’) where there is a risk that the combined company could result in monopolistic business practice taking place. The Indonesian government has imposed a requirement for companies conducting merger, consolidation or acquisition transactions to file reports of these activities through merger filing to the Business Competition Supervisory Commission (Komisi Pengawas Persaingan Usaha or ‘KPPU’) for approval. This article aims to outline the applicable criteria that require certain transactions to be subject to merger filing, as well as the relevant procedures to be abided by when conducting merger filing.
Released on May 23, 2025
The use of irrevocable PoAs in Ukraine: practical considerations
Ukrainian law permits the use of irrevocable powers of attorney (PoAs). These are governed by the Civil Code of Ukraine as well as the Law of Ukraine On Joint Stock Companies and the Law of Ukraine On Limited Liability Companies and Additional Liability Companies, as applicable. While irrevocable PoAs are allowed in the context of both limited liability companies (LLCs) and joint stock companies, this article focuses on their use in LLC structures, as these represent the most common corporate vehicle for such arrangements in practice.
Released on May 22, 2025
Why your due diligence checklist may not work in Mexico
This article delves into the risks that arise heading into closing, which commonly create a no-deal situation. It will walk readers through the most important aspects to have in mind and share practical strategies to build a due diligence checklist that actually works in Mexico – keeping the reader informed, compliant and on track to close on time.
Released on May 19, 2025
Material contract warranties in M&A in India: a shield and a sword
In the intricate dance of mergers and acquisitions (M&A), material contract warranties serve as both a shield and a sword for buyers and sellers. They offer buyers a degree of security about the target company's operational and financial health, while simultaneously protecting sellers from potential future liabilities. Understanding the nuances of these warranties is crucial for navigating the complex landscape of M&A transactions.
Released on May 19, 2025
Relevant tax issues regarding M&A operations
This article examines the critical tax issues that arise in M&A transactions. It begins by outlining the inherent complexities of the tax system, including frequent legislative changes and interpretative discrepancies. Emphasising a preventive approach, the paper highlights the importance of early tax planning to avoid unexpected burdens and penalties, particularly given the high combined rates applicable to legal entities. Key topics include the accounting revaluation process, the treatment of goodwill and gains from bargain purchases, and the implications of deferred payments or contingent considerations. The discussion further covers strategies to optimise tax outcomes through careful negotiation of contractual clauses like indemnification and escrow arrangements. Finally, the article addresses the tax challenges associated with post-closing integration, offering guidance on managing supply chain consolidation, cross-border operations, and system integration issues.
Released on May 19, 2025
Balancing sovereignty and innovation - the Doliprane deal controversy
A controversial proposed transaction in the pharma sector in France has raised questions about how to balance openness to foreign investment with the protection of national interests.
Released on Nov 6, 2024
Sandbagging in merger and acquisition transactions in India: uncovering the legal landscape
This article explores the relevance of sandbagging in M&A transactions, highlighting the implications for buyers and sellers when adopting a pro-sandbagging or anti-sandbagging approach. It examines the significance of buyer knowledge, the doctrine of caveat emptor and Indian judicial precedents, while framing the sandbagging clause. Additionally, this article advocates for clearly defined sandbagging provisions in contracts to mitigate potential disputes and ensure fair negotiations between the relevant parties.
Released on Nov 6, 2024
Family foundation: a new legal concept in Poland in the context of M&A transactions
The concept of the family foundation was introduced into Polish law based on the Family Foundations Act (FFA) of 22 May 2023. The concept of family foundation has been introduced as a new legal entity, which aims to manage property and assets in accordance with the founder’s intentions and plans, as well as providing the beneficiaries, who are often the founder’s closest family members, with benefits related to the foundation’s funds.
Released on Sep 9, 2024
Healthcare and life sciences M&A (2024)
The healthcare/life sciences sector is one of the most active for mergers and acquisitions (M&A). Panellists discussed a variety of related topics, including strategic drivers; where the opportunities and risks lie; regulatory trends; and practical aspects of getting healthcare deals done.
Released on Sep 9, 2024
Geopolitics, competition policy and M&A (2024)
This panel discussion focused on the intersections between geopolitics, competition policy and foreign direct investment, emphasising the impact of generational shifts on these fields.
Released on Aug 29, 2024
Global M&A hot topics (2024)
This IBA panel discussion on global mergers and acquisitions (M&A) hot topics involved a comprehensive examination of the current trends and future predictions in this dynamic field. The conversation covered a wide range of subjects, from regulatory changes and geopolitical developments to the growing importance of environmental, social and governance factors in deal-making.
Released on Aug 18, 2024
Developments in public company M&A and securities law (2024)
The panel offered valuable perspectives on the advancements in public company mergers and acquisitions (M&A) and securities law globally. The discussion focused on three key areas: forum shopping, public to private transaction developments and trends and hostile activity and defences. The panel explored how these topics are reshaping the public M&A landscape and securities laws across Asia, Canada, Europe and the United States.
Released on Aug 18, 2024