Professor Robert Yalden unlocks the complexities of mergers and acquisitions — and with a new course, he and other experts will help business and legal professionals deepen their understanding of key agreements and risks in M&A.

Every day, business papers like the Globe and Mail and the Wall Street Journal run bold headlines about the latest corporate mergers and acquisitions. For casual readers, these deals can seem like giant chess matches as buyers and sellers work toward a deal. But mergers and acquisitions are much more than a game: they can help or hinder business outcomes, have repercussions for employees and investors, and even influence nations.

A leading legal expert in the field is Robert Yalden, the Stephen Sigurdson Professor in Corporate Law and Finance at Queen’s.

“M&A raises really important questions about what the balance of power should be between shareholders, the board, and governments, and what kind of say other affected groups like employees or Indigenous communities should have about the future of a business,” he says. “It takes you into really important issues about how societies think about the values and players that should shape the evolution of their corporate sector.”

To start with, he says, countries have long taken different approaches to M&A. In China, for example, the state plays a strong role in shaping the corporate sector. In North America, governments tend to be more hands-off.

That leads to another key question: In a free-market system, “if you’re leaving it to the business sector, what should the balance of power be between boards making decisions, investors who provide critical financing, and other groups that can be profoundly affected by M&A?”

These are the issues Yalden has long explored. He has studied how businesses are organized, corporate governance, and the purpose of corporations when management and investors have competing interests.

In a recent article, “New Perspectives on Good Faith in Contractual Negotiation,” published in the Canadian Business Law Journal, he took a deep dive into the importance of fair play in M&A negotiations. He has also co-authored all three editions of Business Organizations: Practice, Theory and Emerging Challenges, the latest of which came out earlier in 2025, as well as the most recent edition of Securities Law in Canada: Foundations, Policy and Practice, which has just been released — books that explore the way M&A is regulated and how it works in practice.

Now he’s watching as governments get more involved in M&A decisions. Rising protectionist attitudes — strengthened by actions like Donald Trump’s tariffs — mean that many countries, including Canada, are paying closer attention to foreign takeovers.

A recent example is British mining giant Anglo American’s attempt to merge with B.C.-based Teck Resources. In the past, such a deal might have drawn only a light check from Ottawa. This time Industry Minister Mélanie Joly was engaged in very public negotiations to keep head office jobs and generate new investment in Canada’s mining sector.

Concern over the fate of major economic players has long been an issue in countries like Japan where, despite recent moves to open the country up to M&A, it can still be very hard to get deals done —  as Quebec’s Alimentation Couche-Tard found out in its unsuccessful attempt in 2025 to buy the owner of Japan’s Seven-Eleven convenience-store chain.

“Countries are getting tougher on these deals,” Yalden says. In the Anglo American-Teck case, the Canadian government emphasized the importance of maintaining “a strong resource industry where we control our fate and our future.” In Japan, the argument was made that Seven-Eleven stores could be vital distribution points for food and supplies during national emergencies.

These global dynamics are far removed from Yalden’s early days, but they shaped the questions that would define his career. After earning an arts degree from Queen’s and law degrees from Oxford, Toronto and Montreal, he spent 1989–90 clerking at the Supreme Court of Canada for Justice Bertha Wilson, the first woman appointed to the court.

Wilson taught him the importance of advancing ideas you believe in with courage, determination, and rigorous reasoning — a principle that has guided his career.

Called to the bar in both Ontario and Quebec, Yalden joined Osler, Hoskin & Harcourt in Toronto in 1993, became a partner five years later, and in 2001 helped open the firm’s Montreal office — which became a successful and critical part of Osler’s national strategy. He focused on business law, especially mergers and acquisitions, and served for more than a decade as co-chair of Osler’s national M&A group.

He started teaching at the outset of his career and it came naturally. He was an adjunct at McGill for many years before joining Queen’s in 2018. “In the classroom, you are meant to challenge ideas … I really enjoy helping students develop, and seeing their transformation over the school term is incredibly rewarding.”

One course in particular lets him dig deeply into M&A. “Structuring Business Transactions,” a third-year class, teaches JD students how to design complex deals for both private and public companies. They work through the full process — from early discussions, through negotiations to drafting preliminary and final agreements, to disputes after a business is sold.

“The goal is to provide the students with a framework that they can wrap their arms around through the course and keep building on afterwards,” he says.

Understanding how M&A works isn’t just valuable for future lawyers. Corporate leaders and other professionals also benefit from knowing what goes into these transactions and how to manage risks that can determine whether a deal is a success or failure.

That is the focus of a new intensive course for which Yalden will be a lead instructor: “M&A Law Essentials: What Businesses Need to Know,” offered online Feb. 5–6, 2026. M&A is often critical to whether businesses succeed, but it comes with very real risks that businesses need to know how to manage — a reality the course is designed to address. For this course, which offers real-time insights from M&A lawyers with a breadth of expertise, Yalden has developed and will teach modules on public M&A and the role of the board of directors.

The course will give those in business and professional advisors — such as bankers, lawyers, consultants and accountants — a clear grounding in the legal elements of M&A, from confidentiality agreements to intellectual property and employment issues. Participants will also learn about the roles played by different groups involved in a deal, from board directors to shareholders. Learn more and register on the M&A Law Essentials webpage.

By Robert Gerlsbeck