Our colleague Matthew Cumming recently discussed some of the most important considerations when choosing between a take-over bid and a plan of arrangement for the acquisition of a Canadian public company. But if you’re like many of our other friends to the South, perhaps you’re wondering, what exactly is a plan of arrangement? The answer… → Read More
Category Archives: Shareholders
Subscribe to Shareholders RSS FeedWill the Battle for Fibrek Impact the Canadian M&A Landscape?
Posted in Public M&A, Shareholders, StrategyThe recent saga of Fibrek Inc. has been of great interest to those in the M&A community. Many hoped that it would lead to the Supreme Court of Canada giving its view of defensive tactics and strengthen the hand of boards of directors seeking ways to maximize shareholder value in the face of an unsolicited… → Read More
The Battle for Prime Restaurants Inc. Ends Without Much Sizzle, but Leaves M&A Lawyers With Something to Chew On
Posted in Public M&A, ShareholdersThe recent battle for Prime Restaurants Inc. (PRI) between Cara Operations Limited (Cara) and Fairfax Financial Holdings Limited (Fairfax) settled, which allowed PRI to sign a new acquisition agreement with Fairfax. Before the parties had agreed to settle, PRI asked the court to determine whether the Fairfax proposal was in fact a “superior proposal” to… → Read More
OSC Dialogue 2011: Significant New OSC Policy Projects on M&A Matters Discussed
Posted in Public M&A, ShareholdersAfter 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
The Clash of the Rights Plan Cases (Redux)
Posted in Public M&A, ShareholdersThe Ontario Securities Commission issued an order this week in connection with a shareholder rights plan adopted by the board of directors of MOSAID Technologies Incorporated in response to a hostile bid made by Wi-LAN Inc. The OSC ordered that effective November 1, 2011 (i.e. 70 days after the commencement of Wi-LAN’s unsolicited offer), MOSAID’s… → Read More
Poison Pill 101: Comparing the Canadian and US Regimes
Posted in Public M&A, ShareholdersA poison pill, or shareholder rights plan, is a device implemented by a company’s board of directors in order to deter unsolicited or hostile acquisition proposals. The rights plan originated in the United States and was introduced in Canada in 1988 when Inco adopted its first rights plan. The introduction of poison pills in both… → Read More
Fighting Back: Considerations for Addressing a Dissident Proxy Battle
Posted in Shareholders, StrategyContested shareholder meetings are often dramatic events which have the potential to result in, among other things, enhanced scrutiny of a board of directors, increased media coverage and litigation. Emotions tend to run high and decisions often need to be made quickly (particularly for those facing a dissident group who followed the advice given in… → Read More
SEC Will Not Challenge Court Decision on Proxy Access
Posted in ShareholdersThe U.S. Securities and Exchange Commission (SEC) announced last week that it will not seek a court rehearing on the validity of its proposed “proxy access” rules, which were rejected by the U.S. Court of Appeals in July. Under the rules, a company would have been required to include on its proxy a board candidate nominated… → Read More
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