Notes from the firm
The firm publishes occasionally, on the questions our clients are asking. The notes below are intended to be useful to a corporate practitioner — not to be exhaustive, and not to constitute legal advice. Where a memorandum bears on a transaction in progress, please call the partner whose name appears at the foot of the note.
Recent jurisprudence from the Ontario Court of Appeal has refined the duties owed by directors on special committees in contested transactions. We consider the implications for boards and their counsel in the next contested process, with particular attention to disclosure obligations, the use of independent financial advisors, and the documentation of the committee's deliberations.
Read in full →Securities, tax, and corporate considerations when continuing into or out of a Canadian jurisdiction — and the procedural friction that can derail a closing if not anticipated at structure. We focus on the interaction between the corporate continuance, the related Canadian tax planning, and the disclosure obligations under National Instrument 51-102.
Read in full →The amended Investment Canada Act introduces a pre-closing notification requirement for transactions in prescribed sectors. We outline the implications for sponsors and strategic acquirers, including the new timing risk on signing-to-close, the expanded list of sensitive sectors, and the practical interplay between the ICA review and the Competition Act notification.
Read in full →A series of recent Ontario Superior Court decisions have re-framed the requirements for a stalking-horse bidder in CCAA sale and investment solicitation processes. We consider the implications for monitors, secured creditors, and prospective bidders in the next major restructuring.
Read in full →The Canadian high-yield market has shown signs of structural recovery through the first half of 2025, with renewed sponsor activity, tightening spreads on second-lien issuance, and a growing receptiveness from institutional investors to subordinated and convertible structures.
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The firm publishes irregularly — six to ten times a year. To receive the firm's bulletins by email, write to insights@whitfieldcrane.example.