Course content

    1. Presentation

    2. Recording

About this course

  • $39.00
  • 1 CPD hour
  • June 22, 2021

Course Description

The recent decision of the Ontario Superior Court of Justice in Fairstone Financial Holdings Inc. v Duo Bank of Canada has established an important precedent for the interpretation of two common features of M&A transaction agreements - material adverse effect clauses and covenants to carry on business in the ordinary course. There has been a wave of cases in Canada, the United States and elsewhere since the outbreak of COVID-19 where a buyer has invoked these provisions to walk away from an acquisition. This decision provides some much-needed judicial guidance on the subject matter.

Instructor(s)

John Clifford

John Clifford
Partner, McMillan LLP

John’s practice is focused on M&A transactions, complex commercial matters and reorganizations, and competition law matters. He has extensive experience advising a diverse range of private equity firms, global companies, entrepreneurs and other clients on domestic and cross-border deals across many industries. Recognized internationally for his M&A and competition law expertise and experience, Who's Who Legal identifies John as one of the top M&A lawyers in Canada and states that John is "top notch by all accounts", "very client focused" and "always delivers". John is a long-time member of the ABA M&A Committee. He was the inaugural Chair of a working group of Canadian M&A deal lawyers that studies and develops reports for the ABA's M&A Committee on trends in deal terms used in Canadian private company acquisitions, and was Chair of that working group for seven years. Currently, he is Co-Chair of a Task Force that is updating the ABA's model asset purchase agreement. In each of the past 4 years John has been named to the prestigious global list of OUTstanding Leading LGBT+ Executives as presented by the Financial Times/Yahoo Finance, in recognition of his business achievements and impact on LGBT inclusion within McMillan and externally. Previously he received a Lexpert Zenith Award and an Out On Bay Street “Leaders To Be Proud Of” Award.

Mikolaj Niski

Mikolaj Niski
Partner, McMillan LLP
 Mikolaj Niski is an experienced business lawyer with a practice focused on domestic and cross-border mergers and acquisitions, including strategic and private equity investments. He also assists clients with day-to-day corporate and commercial matters, corporate finance and governance, joint venture arrangements, corporate reorganizations, and complex commercial agreements.

Advising businesses in connection with their operations throughout Canada, Mikolaj works with clients across a range of industries, including professional services, technology, manufacturing, public relations and marketing.