On July 27, 2017, staff of the securities regulatory authorities in each of Ontario, Québec, Alberta, Manitoba and New Brunswick (CSA Staff) published Multilateral CSA Staff Notice 61-302 Staff Review and Commentary on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (Notice) setting out CSA Staff’s views on material conflict of interest transactions regulated by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). The Notice provides a helpful consolidation of the current thinking of CSA Staff on a number of issues that arise frequently in these transactions, including the effective use of … Continue Reading
The Ontario Securities Commission (OSC) and the British Columbia Securities Commission (BCSC) have released joint reasons for their decisions in the Dolly Varden dispute. As expected, these reasons provide capital markets participants with guidance (including a framework) for assessing the future use of private placements as a defensive tactic (i.e. so-called “tactical” private placements) under Canada’s new harmonized take-over bid regime (New Bid Regime) that came into effect on May 9, 2016.
For more information about the New Bid Regime, see our previous article, Canada’s New Take-Over Bid Rules Seek to Level the Playing Field. … Continue Reading
On June 28, 2012, the Ontario Securities Commission published OSC Notice 11-767 – Notice of Statement of Priorities for Financial Year to End March 31, 2013. Tucked in with the OSC’s goal to deliver strong investor protection, the OSC states that it will reconsider the current regulatory requirements governing shareholders’ rights plans to reflect recent market and governance developments. We know that the OSC has been informally canvassing market participants for views on the appropriate regulation of poison pills and that a plan is in the works. And as noted in our blog post from last November, Naizam Kanji, … Continue Reading