This week's M&A Minute looks at the Consent and Approval process. Consents and approvals are a regular bottleneck in many deals, so starting on them early can save time and headaches down the line. M&A deals usually require three broad categories of approval. First, corporate approvals. The board of directors of both the vendor and the purchaser must have their respective resolutions authorizing and approving the transaction. Shareholder approval may also be required under the vendor’s unanimous shareholder agreement or its governing corporate statute. In Canada, generally any time a corporation is selling all or substantially all of its assets, most provinces require the shareholders to approve the transaction in addition to the directors. Second, regulatory approvals. The Competition Act requires pre-merger notification filings when certain thresholds for party size and transaction size are met, along with a mandatory 30-day waiting period before closing. If a non-Canadian is acquiring direct control of a Canadian business, the Investment Canada Act may also require a formal review and approval by the federal Minister. Transactions involving non-Canadian assets / foreign owned subsidiaries, or foreign operations may additionally require compliance with US antitrust or other foreign competition laws. Third, contractual consents. Because asset deals involve assigning contracts from the vendor to the purchaser, many contracts will have an assignment clause that requires third-party consent. Share deals involve a change of control, and the change of control clause can often be buried in the assignment clause. In practice, this means approaching landlords, lenders, customers, and suppliers early in the process, it is also best practice to get them to confirm there have been no material breaches under the agreement, that the agreement is in good standing from their perspective and they consent to and acknowledge the assignment / change of control, as applicable. Delays in obtaining contractual and/or regulatory approvals are some of the most common reasons deals can take longer than expected, so it is important to be on top of them from the beginning. If you have any questions regarding the above, please free to email me at redacted (This post is for informational purposes only and does not constitute legal advice. Readers should seek legal counsel before acting on any of the information contained herein).