Mergers and Acquisitions


Our Mergers and Acquisitions team represents privately held and publicly traded companies, financial institutions, Crown corporations, public and para-public organizations, as well as investment funds in regional, cross-border, and international mergers and acquisitions. Our multidisciplinary team advises Canadian clients on their international expansion and foreign clients on their projects in Canada. 


  • Tax and corporate structures
  • Arrangements, reorganizations, and restructuring
  • Investment funds
  • Foreign investments
  • Competition and anti-trust laws
  • Strategic advice to SMEs
  • Shareholders and investors agreements
  • Limited partnerships
  • Commercial partnerships
  • Business transfer planning
  • Venture capital and equity financing
  • Joint ventures and strategic alliances
  • Distribution, franchise, supply, licensing, and outsourcing agreements
  • Advice and support to international law firms
  • Advice to boards of directors, executives, and shareholders

Representative mandates

  • Represented Aluminerie Alouette Inc., manager of Aluminerie Alouette de Sept-Îles (investors: Rio Tinto Alcan, Hydro Aluminium, Austria Metall, Marubeni, and SGF) in all aspects of the construction, financing, and operation of an aluminum smelter, including its energy supply contract with Hydro-Québec and also the possibility of building a cogeneration plant, job creation (creation of a REIF and investments in local businesses), as well as implementing R&D and technology transfer agreements
  • Represented Black Diamond Capital Management LLC (BD White Birch Investment LLC), White Birch Paper Canada Company, and its affiliates in the acquisition and financing of the assets of White Birch group companies through a plan of arrangement. The plan of arrangement raised many legal issues, required several appearances before Canadian and U.S. courts, and involved many parties (unions, non-unionized employees, government authorities, etc)
  • Represented Camoplast Solideal Inc. in the sale of its thermoplastics division to the company’s managers, supported by Desjardins Venture Capital. The division in question operates plants in Quebec and the United States
  • Sale of Chemical Computing Group Inc., a producer of molecular modelling software, to a subsidiary of Novacap Technologies III
  • Acted as counsel to Club Eolectric in the acquisition of 49% of the Érable wind farm owned by Éoliennes de l'Érable Inc., an entity affiliated with  Enerfin Sociedad de Energia, S.A
  • Sale of substantially all of the assets of Demilec Inc. to a group of companies controlled by Sun Capital Partners, Inc., an investment fund headquartered in Florida. Demilec Inc. operates in Canada and the United States, developing, manufacturing, and distributing polyurethane spray foam insulation systems and other polyurethane-based specialty products for residential and commercial use.
  • Acted as counsel to GDI Integrated Facility Services in their restructuring through a plan of arrangement,  the listing of the company’s securities on the Toronto Stock Exchange, and the prospectus distribution of subordinate voting shares for gross proceeds of more than $161 million
  • Acted as counsel to Héroux-Devtek Inc. and its subsidiaries HDI Holdings UK Limited and Héroux Corp. in (i) the February 2014 acquisition by a subsidiary of Héroux-Devtek Inc. of the shares of UK-based APPH Limited and U.S.-based APPH Wichita, Inc., at a cost of approximately US$124 million and (ii) increasing to $200 million the syndicated loans granted to Héroux-Devtek and the securities granted by the corporations thus acquired.
  • Acted as Québec counsel to Omers Private Equity Inc. in the privatization of Logibec Groupe Informatique ltée by OPE LGI Inc., through a takeover bid. OPE LGI Inc. is the acquisition company established by OMERS, the private equity arm of OMERS Worldwide group of companies, and in which Société générale de financement du Québec has agreed to make a minority equity commitment. This transaction involved issues related to securities regulations governing privatization, including several aspects of employment and administrative law.

Our professionals

To skilfully handle all aspects of each transaction, the professionals in our Mergers and Acquisitions  group combine their expertise with that of lawyers in other practice areas such as taxation, financial services, real estate, environmental law, labour law, pension plans, intellectual property, technology, competition, and antitrust. 

Canadian Legal Lexpert Directory

  1. Resumption of Mergers and Acquisitions: What May Change After the Crisis

    The COVID-19 crisis has significantly slowed economic activity in all respects. The area of corporate mergers and acquisitions is no exception, and the level of activity, which was high before the crisis, has dropped significantly because of it.   It is difficult to predict when and at what pace such activity will resume, but we expect that, like many other sectors of the economy, this market will be different from what it was before the crisis. Among other things, we expect that the uncertainty regarding economic recovery will see vendors and purchasers increasingly rely on earnout clauses to reach agreements on the value of a business. Opportunities to obtain financing for the acquisition of a competitor or a complementary business are also likely to be limited, which will change how such transactions are financed. The new behaviours made necessary by the post-crisis economic environment will certainly have considerable fiscal impacts. The tax rules applicable to earnout clauses can be complex, and parties to such transactions should learn about them before signing a letter of intent for a potential transaction. Those wishing to sell could get an unpleasant surprise in terms of the net result of the sale of their business if they aren’t properly advised from the outset. In some cases, the sale of a business that would normally be expected to generate a capital gain with only 50% of such gain being included as taxable income could instead be 100% taxable as business income. Earnout clauses offer very interesting tax planning possibilities in some cases, such as the maximization of capital dividend accounts that corporations can use to pay tax-free dividends to their shareholders. The same care should be applied by those wishing to acquire or sell a business with regard to the different methods of financing transactions that are likely to become popular after the crisis, such as partial financing by the vendor. Poor tax planning in this regard could result in liquidity problems for vendors if payment of the balance of the sale price is spread out over too long a period. Purchasers will also want to maximize the tax benefits of this type of financing. The main way to do so involves banking on interest costs resulting from the financing of the purchase price, but to reap such benefits and others, the commercial agreements relating to the purchase must be carefully structured. Tax complexities are numerous in M&A transactions, and those mentioned above are just two examples. The tax incidence of such transactions should be analysed as soon as they are contemplated. Parties to M&A transactions often wait too long before analyzing tax aspects. They thus greatly limit their opportunities to benefit from optimal tax planning.  For more information, our taxation team is available to help you.

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  2. The government wants to know the shareholders’ true identity

    Following the adoption of Bill C-86, which amends certain provisions of the Canada Business Corporations Act ("CBCA"), corporations will now need to compile a list of "individuals with significant control" in the corporation in a new register, to be maintained by the corporation. The purpose of these amendments is to create greater transparency in the ownership and control of business corporations, in order to contribute to the fight against money laundering and tax evasion. The new CBCA provisions, which will come into force on June 13, 2019, will apply to all corporations governed by this law and that are private issuers. Who is an "individual with significant control"? An "individual with significant control of a corporation" is defined as: An individual who is the registered holder of a "significant number of shares"; An individual who is the beneficial owner of a significant number of shares; An individual who has direct or indirect control or direction over a significant number of shares; An individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; and/or An individual to whom prescribed circumstances apply.1. What is a “significant number of shares”? A significant number of shares is defined as: Any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or Any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value. If a “significant number of shares” is held jointly by many individuals, or if one of the above-mentioned rights is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals (such as a unanimous shareholder agreement, for example), each of those individuals will be considered to be an “individual with significant control”. The name of the individual(s) and the other information mentioned below must then be recorded in the register. What Information Must the Register Contain? Bill C-86 provides that, in addition to the other registers currently maintained by corporations with respect to directors, shareholders and securities, corporations must now also maintain a register of "individuals with significant control". This register must include the following information with respect to each of the "individuals with significant control" : Name, date of birth and last known address; The jurisdiction of residence, for tax purposes; The date on which the individual became an “individual with significant control” of the corporation and, if applicable, the date on which the individual ceased to have significant control; A description of how the individual is an “individual with significant control” and, as applicable, a description of his or her rights and interests with respect to the shares of the corporation; Any other prescribed information; 2; Another section of the register must provide a description of each step taken by the corporation to update the information. Corporations must ensure that the information recorded in the register is accurate, complete and up-to-date at least once during each financial year. However, it should be noted that the corporation must also update the register within 15 days after becoming aware of any changes to the information mentioned above. Who Can Access the Register? The information contained in this new register will not be accessible to the public. Only the Director of Corporations Canada, the shareholders, or the creditors of the corporation (as well as their representatives) can, upon request, consult the register. However, the information obtained by the corporation’s shareholders or creditors may only be used in connection with: an effort to influence the voting of shareholders of the corporation; an offer to acquire securities of the corporation; any other matter relating to the affairs of the corporation; The shareholder or the creditor must provide an affidavit to the corporation to this effect. Federal Bill C-97, which also amends the CBCA, will require a corporation, at the request of an investigative body (such as police forces and the Canada Revenue Agency or its provincial counterparts) that has reasonable grounds to suspect that an offence has been committed, to provide the investigative body with a copy of its register of individuals with significant control, or any information specified by that investigative body that appears in the register3. What are the Consequences of a Failure to Comply? The legislative provisions provide for several penal sanctions which can be severe: A corporation that, without reasonable cause, contravenes these new provisions is guilty of an offence and is liable to a fine not exceeding $5,000; A person that, without reasonable cause, uses the information recorded in the register for purposes other than those described above is guilty of an offence and is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 6 months, or to both; 3) Directors or officers of a corporation who, knowingly, (i) authorize, permit or acquiesce in the contravention by the corporation of these new provisions relating to the maintenance of a register, (ii) record, or authorize, permit or acquiesce in the recording of false or misleading information in the register, (iii) provide, or authorize, permit or acquiesce in the provision of false or misleading information in relation to the register to any person or entity, are liable to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 6 months, or to both; 4) Shareholders of a corporation who provide or authorize the provision of false or misleading information to any person or entity, or refuse to disclose the requested information, are liable to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 6 months, or to both. And in the Canadian Provinces? Most Canadian provinces, including Quebec, have already announced that they will follow Parliament’s lead. British Columbia is the first province to propose an amendment to the Business Corporations Act (BC). The Business Corporations Amendment Act of 2019 introduced the “Transparency Register”, which is the equivalent of the federal register of individuals with significant control and its application criteria. This bill also contains a provision enabling police forces to access the register in specific situations. And in Other Countries? The requirement to maintain a register of individuals with significant control was introduced, in particular, in the United Kingdom, in April 2016, with the ultimate objective of deterring money laundering and tax evasion by promoting corporate transparency. Moreover, the register implemented in the United Kingdom is accessible to the public. The legislation in the United Kingdom also includes penal sanctions for non-compliance with its provisions. To date, there have been no references in the media of the United Kingdom to penal charges against corporations that failed to complete the People with Significant Control (PSC) register, or recorded false information in the register. Instead, the Companies House agency seems to be focused on intervening in minor deficiencies of the register in order to reduce the number of incorrect statements about individuals with significant control over a corporation. Companies House also states that the compliance rate of corporations — ranging from 97% to 99% — is excellent. Conclusion The intentions behind these new provisions are laudable, but several questions remain unanswered on reading the legislative provisions that will soon come into force. Difficulties in interpretation and application will inevitably arise, at least until regulations are enacted or the courts can provide some guidance. For example, in cases where corporate structures involve several corporations and/or trusts, the calculation of voting rights or fair market value may be complex. Similarly, when a corporation has issued both preferred and common shares, how will the fair market value of those shares be determined? And what about the concept of “direction” over a significant number of shares, which is not defined in the new legislation? How should this concept be interpreted? Finally, with respect to the “control in fact” of the corporation, will it be necessary to refer to the tax legislation and to the courts’ interpretation of this concept? All these questions will have to be assessed in the coming months. We invite you to communicate with our team in order to implement the measures required by this new legislation.   Note that no regulation has been adopted and no draft regulations have been published as of the date hereof. Note that no regulation has been adopted and no draft regulations have been published as of the date hereof. Bill C-97 was adopted by the House of Commons in 3rd reading on June 6, 2019 and is in first reading before the Senate as of the date hereof.

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  3. Artificial Intelligence and the 2017 Canadian Budget: is your business ready?

    The March 22, 2017 Budget of the Government of Canada, through its “Innovation and Skills Plan” ( mentions that Canadian academic and research leadership in artificial intelligence will be translated into a more innovative economy and increased economic growth. The 2017 Budget proposes to provide renewed and enhanced funding of $35 million over five years, beginning in 2017–2018 to the Canadian Institute for Advanced Research (CIFAR) which connects Canadian researchers with collaborative research networks led by eminent Canadian and international researchers on topics including artificial intelligence and deep learning. These measures are in addition to a number of interesting tax measures that support the artificial intelligence sector at both the federal and provincial levels. In Canada and in Québec, the Scientific Research and Experimental Development (SR&ED) Program provides a twofold benefit: SR&ED expenses are deductible from income for tax purposes and a SR&ED investment tax credit (ITC) for SR&ED is available to reduce income tax. In some cases, the remaining ITC can be refunded. In Québec, a refundable tax credit is also available for the development of e-business, where a corporation mainly operates in the field of computer system design or that of software edition and its activities are carried out in an establishment located in Québec. This 2017 Budget aims to improve the competitive and strategic advantage of Canada in the field of artificial intelligence, and, therefore, that of Montréal, a city already enjoying an international reputation in this field. It recognises that artificial intelligence, despite the debates over ethical issues that currently stir up passions within the international community, could help generate strong economic growth, by improving the way in which we produce goods, deliver services and tackle all kinds of social challenges. The Budget also adds that artificial intelligence “opens up possibilities across many sectors, from agriculture to financial services, creating opportunities for companies of all sizes, whether technology start-ups or Canada’s largest financial institutions”. This influence of Canada on the international scene cannot be achieved without government supporting research programs and our universities contributing their expertise. This Budget is therefore a step in the right direction to ensure that all the activities related to artificial intelligence, from R&D to marketing, as well as design and distributions, remain here in Canada. The 2017 budget provides $125 million to launch a Pan-Canadian Artificial Intelligence Strategy for research and talent to promote collaboration between Canada’s main centres of expertise and reinforce Canada’s position as a leading destination for companies seeking to invest in artificial intelligence and innovation. Lavery Legal Lab on Artificial Intelligence (L3AI) We anticipate that within a few years, all companies, businesses and organizations, in every sector and industry, will use some form of artificial intelligence in their day-to-day operations to improve productivity or efficiency, ensure better quality control, conquer new markets and customers, implement new marketing strategies, as well as improve processes, automation and marketing or the profitability of operations. For this reason, Lavery created the Lavery Legal Lab on Artificial Intelligence (L3AI) to analyze and monitor recent and anticipated developments in artificial intelligence from a legal perspective. Our Lab is interested in all projects pertaining to artificial intelligence (AI) and their legal peculiarities, particularly the various branches and applications of artificial intelligence which will rapidly appear in companies and industries. The development of artificial intelligence, through a broad spectrum of branches and applications, will also have an impact on many legal sectors and practices, from intellectual property to protection of personal information, including corporate and business integrity and all fields of business law. In our following publications, the members of our Lavery Legal Lab on Artificial Intelligence (L3AI) will more specifically analyze certain applications of artificial intelligence in various sectors and industries.

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  1. Lavery helps Cultures Gen V become Quebec’s largest greenhouse grower

    On July 4, 2023, Cultures Gen V, one of Quebec’s leading greenhouse growers, announced the acquisition of Serres Royales. The acquisition furthers Cultures Gen V’s business strategy, which aims to improve Quebec’s food self-sufficiency by expanding sustainable greenhouse growing and offering consumers a wider variety of superior quality products. This transaction makes Cultures Gen V the largest diversified greenhouse grower in Quebec, adding 9 hectares of tomatoes to its current acreage, for a total of 36 hectares. Lavery was privileged to represent Cultures Gen V in the transaction. Not only did the firm implement the group’s pre-transaction refinancing, it also negotiated and closed the transaction. The Lavery team was led by Étienne Brassard with the assistance of Gabrielle Ahélo and France Camille De Mers and the collaboration of Béatrice Bull, Pamela Cifola, Éric Gélinas, Jessica Parent, Chantal Desjardins, James Duffy, Valérie Belle-Isle, Sonia Guérin, Joseph Lauzon-Potts, Arielle Supino, Bernard Trang, Katerina Kostopoulos, Charlotte Dangoisse, David Tournier, Ana Cristina Nascimento, Joëlle Montpetit and Nadine Giguère.

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  2. Lavery represents ImmunoPrecise Antibodies as it acquires BioStrand

    On March 29, 2022, ImmunoPrecise Antibodies Ltd (IPA) announced that it acquired BioStrand BV, BioKey BV, and BioClue BV (together, “BioStrand”), a group of Belgian entities pioneers in the field of bioinformatics and biotechnology. With this €20 million acquisition, IPA will be able to leverage BioStrand’s revolutionary AI-powered methodology to accelerate the development of therapeutic antibody solutions. In addition to creating synergies with its subsidiaries, IPA expects to develop new markets with this revolutionary technology and strengthen its position as a world leader in biotherapeutics. Lavery was privileged to support IPA in this cross-border transaction by providing specialized expertise in cybersecurity, intellectual property, securities and mergers and acquisitions. The Lavery team was led by Selena Lu (transactional) and included Eric Lavallée (technology and intellectual property), Serge Shahinian (intellectual property), Sébastien Vézina (securities), Catherine Méthot (transactional), Jean-Paul Timothée (securities and transactional), Siddhartha Borissov-Beausoleil (transactional), Mylène Vallières (securities) and Marie-Claude Côté (securities). ImmunoPrecise Antibodies Ltd. is a biotherapeutic, innovation-powered company that supports its business partners in their quest to discover and develop novel antibodies against a broad range of target classes and diseases.

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  3. Learn more about our client Logient

    Logient is a Quebec-based company that offers a diversified range of business software services under one roof. Its development, integration, consulting and management services can be adapted to the needs of each and any client. Thanks to a team of seasoned professionals and its CEO, Vincent Godcharles, Logient has experienced meteoric growth of more than 30% year after year for the past six years. It is a privilege for Lavery to have Logient as a client. We are proud to support Logient in its growth strategy, achieved through the many acquisitions it has made in the past few years, and ensure that Logient’s business objectives are met with all legal bases covered. Watch the video (in french only)

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