Canadian Lawyer InHouse

August/September 2021

Legal news and trends for Canadian in-house counsel and c-suite executives

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4 NEWS ROUNDUP EXPANSION THROUGH M&A NEWS BRIEFS Legal team enables M&A at Lightspeed Acquisitions of Ecwid and NuOrder will provide enhanced offerings to merchants The legal team at Lightspeed HQ played an integral role in the company's latest acquisi- tions of two digital commerce companies announced as part of an ongoing expansion plan. The Montreal-based point-of-sale software provider has agreed to pay $500-million USD for Ecwid Inc. — a San Diego-based e-commerce platform, and $425 million USD for NuOrder Inc. — a digital platform connecting businesses and suppliers. The acquisitions are expected to help Lightspeed expand its offerings to small and medium-sized businesses. As part of an integrated due diligence process, the legal department at Lightspeed serves as a liaison between the business and the target of any new acquisition. The team is also responsible for ensuring cultural alignment and business alignment as part of the process. "In our acquisitions, we have a very extensive due diligence process, and one that carefully aligns not just legal considerations, but business considerations and cultural considerations," says Dan Micak, executive vice president, general counsel and corporate secretary at Lightspeed. "We don't just farm these deals out to outside counsel. We have a dedicated M&A team that really does work in lockstep with outside counsel to quarterback the deal and usher things forward." The team is working closely with Lightspeed's corporate development team to manage any legal and business challenges that crop up during the closing process in these latest deals. Micak's team is also actively involved in negotiating each deal to ensure that all stakeholders and their viewpoints are considered in the process of moving the deal from initial engagement to signature. The acquisitions of Ecwid and NuOrder will significantly enhance Lightspeed's offerings, Micak says. "We hope to give small and medium-sized businesses the tools that they need to simplify their operations and to provide exceptional customer experiences, and that's really what Lightspeed is all about," says Micak. "These acquisitions align very much with our core DNA and what we're trying to provide to customers." The addition of Ecwid to Lightspeed's portfolio will offer merchants the opportunity to create online storefronts more quickly and sell more easily through various channels, including social media, digital marketplaces, and e-commerce stores. Meanwhile, NuOrder will bring product visibility and accessibility to merchants, allowing them to compare products from several vendors in a showroom-style format quickly. As M&A continues to be part of Lightspeed's ongoing strategy, Micak says the organization is still evaluating potential opportunities. These acquisitions align very much with our core DNA and what we're trying to provide to customers." Dan Micak, Lightspeed HQ Anti-money laundering rules come into play Substantial regulatory amendments were implemented in Canada on June 1, changing or creating new obligations for reporting entities subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. The amendments include new virtual currency obligations for all reporting entities and new definitions under the PCMLTFA. "A detailed look is required by counsel to ensure that companies have appropriately uplifted their policies," says Elizabeth Sale, partner at Osler, Hoskin & Harcourt LLP, and co-author of a client guide that explains and analyzes the changes. New members join CCCA executive committee The Canadian Corporate Counsel Association has welcomed new members to its executive committee. Evan Olson, senior counsel and regional compliance officer for North America at Viterra Canada Inc., has joined as vice- chairperson, while Ke-Jia Chong, legal counsel at BroadGrain Commodities Inc., has been appointed treasurer. Their terms will commence on September 1. Olson's term will run for one year, and Chong will serve a two-year term. The new officers will join the current executive committee, including chairperson Steve Smyth, past chairperson Margot Spence and secretary and executive director Alexandra Chyczij. Regulators urge governments to strengthen privacy rights A joint resolution of the federal, provincial and territorial information and privacy regulators on June 2

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