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Author Archives / Ian C. Michael

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Early Warning Reporting Threshold Remains at 10% While Other Changes to Enhance Transparency Will Be Implemented

Posted in Public M&A, Shareholders, Strategy

On October 10, 2014, the Canadian Securities Administrators (CSA) provided an update on the status of proposed amendments to Canada’s early warning reporting (EWR) system first published in March 2013.[1]  After extensive public consultation, the CSA announced that they will proceed with the amendments except for two important proposals: to reduce the reporting threshold from… → Read More

Proposed Changes to Takeover Bid Regime in Canada Would Put More Time in the Hands of Target Boards

Posted in Public M&A, Shareholders, Strategy

On September 11, 2014, the Canadian Securities Administrators (CSA) published CSA Notice 62-306 – Update on Proposed National Instrument 62-105 Security Holder Rights Plans (Notice) and the Autorité des marchés financiers (AMF) Consultation Paper An Alternative Approach to Securities Regulators’ Intervention in Defensive Tactics. The notice indicates that the CSA intend to publish for comment a… → Read More

Augusta/HudBay – A model for target boards to say “not now”?

Posted in Public M&A, Shareholders, Strategy

The recent outcome of the Augusta/HudBay poison pill hearing provides some insight into how a shareholder rights plan may withstand scrutiny from a Canadian securities regulator for an extended period of time in the right circumstances. Though perhaps the result of somewhat unique facts, including insufficient initial support for the price being offered by the… → Read More

SETTING THE RECORD STRAIGHT: protecting against illegal proxy solicitation during a proxy contest

Posted in Uncategorized

During a proxy contest, strategic consideration should be given to strictly abiding by proxy solicitation rules and hawkishly assessing whether your opponent is doing the same. A recent decision provides guidance on factors that a court will consider in determining a seldom litigated issue – when is communication by the company during a proxy contest… → Read More


Lessons from the SEC’s recent “ring fencing” settlement with Revlon

Posted in Private Equity, Private Transactions, Public M&A, Shareholders

The recent settlement in the United States between the Securities and Exchange Commission (SEC) and Revlon highlights the importance of not appearing to obstruct the flow of material information to shareholders. The SEC settled charges that Revlon misled shareholders during a going private transaction. The SEC’s order found that to avoid a potential disclosure obligation,… → Read More

What’s so “Special” about a “Special Committee”?

The importance of context when evaluating the need to establish a special committee

Posted in Private Equity, Private Transactions, Public M&A, Shareholders, Strategy

In a recent bench ruling in Re Plains Exploration, the Delaware Court held that a special committee was not required to take the lead in merger negotiations in circumstances where almost all of the members of the board were independent and free from conflict in connection with the transaction. In Re Plains Exploration, the Delaware… → Read More

Don’t be a “Dummy Director”

Delaware ruling on the obligations of directors of companies operating in emerging markets

Posted in Public M&A, Shareholders, Strategy

        “Independent directors who step into these situations involving essentially the fiduciary oversight of assets in other parts of the world have a duty not to be dummy directors.” p. 21 of transcript, In re Puda Coal Stockholders Litigation, Del. Ch. C.A. 6476-CS (February 6, 2013). A recent Delaware bench ruling considers… → Read More

Proposed Changes to Early Warning Reporting System Address Market Transparency and Shareholder Activism in Canada

Posted in Public M&A, Shareholders, Strategy

Under Canada’s early warning reporting (EWR) system, investors holding 10% or more of a public company’s voting securities must publicly report their ownership levels, the purpose of the transaction and any future intention to accumulate more securities. Eligible institutional investors can report more slowly than EWR filers and provide less information by making use of… → Read More

Shareholder Rights Plans – The CSA Proposal

Posted in Public M&A, Shareholders, Strategy

On March 14, 2013, the Canadian Securities Administrators (otherwise known as the “CSA”) published a request and notice for comments regarding Proposal National Instrument 62-105 – Security Holder Rights Plans, the purpose of which is to introduce the CSA’s proposed regulatory regime for rights plans. The proposed rule, which is discussed in more detail in… → Read More

Plugging (You Into) Even More Online M&A Resources

More Online Resources for Deal Makers – What you should know about (Part 2 of 2)

Posted in Contractual Matters, Private Equity, Private Transactions, Public M&A, Shareholders, Strategy

In our last post, we looked at six traditional resources and more sophisticated paid services that help bring us up to speed in the M&A world. In this post we will list some of the more contemporary deal commentary resources:     NY Times DealB%k: This blog delivers the latest news on mergers, acquisitions, venture… → Read More

Plugging (You Into) Online M&A Resources

Top 6 Online Resources for Deal Makers – What you should know about (Part 1 of 2)

Posted in Contractual Matters, Private Equity, Private Transactions, Public M&A, Shareholders, Strategy

Whether you’re a seasoned deal maker or just starting out, we all rely on various resources to stay apprised of the cutting edge developments in M&A. Given that the latest information is driven by online resources, we thought it would be appropriate to put together a list of our favourite resources that help keep us… → Read More

OSC Dialogue 2011: Significant New OSC Policy Projects on M&A Matters Discussed

Posted in Public M&A, Shareholders

After a few years on hiatus, the Ontario Securities Commission hosted its “Dialogue” conference once again on November 1, 2011. OSC Dialogue opened with a speech from the Chair of the Ontario Securities Commission, Howard Wetston, and filled the morning with two panel discussions, one on market infrastructure and another on strategic issues in investor… → Read More

Vice Chancellor Laster Visits Toronto to Speak on M&A Disputes

Posted in Public M&A, Strategy

A select group of senior executives and in-house counsel interested in cross-border M&A disputes recently had a special opportunity to hear Vice Chancellor Travis Laster of the Delaware Court of Chancery speak in Toronto about his thoughts on some thorny M&A issues and their treatment under a continuum of legal regimes ranging from Pennsylvania, to… → Read More

Double Trouble – Canadian Disclosure Requirements on Investments in Dual-Class Companies

Posted in Public M&A

Unfortunately for global investors trying to manage the regulation of investments in multiple jurisdictions, Canada has overlapping disclosure requirements when an investment in a public company exceeds the 10 per cent threshold. Ten per cent of what exactly is part of the challenge. Canada has both an “Insider Reporting Requirement” where company insiders are required to report… → Read More