Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Defensive Tactics

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Defensive Private Placements Under the New Take-Over Bids Regime

Posted in Capital Markets, Defensive Tactics, Hostile/unsolicited Bids
OSC and BCSC on Defensive Private Placements Under the New Take-Over Bids Regime As discussed in our previous post, the first hostile take-over bid under the new Canadian take-over bid rules was launched by Hecla Mining Company (Hecla) in July 2016 for the purchase of all of the outstanding shares of Dolly Varden Silver Corporation… Continue Reading

Is There Method in Seagate’s Madness in Inviting an Activist Wolf into the Fold?

Posted in Contested Situations, Corporate Governance, Defensive Tactics, Mergers and Acquisitions
Seagate Technology’s Unusual Alliance with ValueAct Capital: Is There Method in Seagate’s Madness in Inviting an Activist Wolf into the Fold? Last month, Seagate Technology plc, an $11 billion company in the data-storage business, announced a secondary block trade in which it facilitated the transfer of roughly 9.5 million ordinary shares, representing an approximate 4% stake in… Continue Reading

Study of hostile take-over bids in Canada reveals that a change of control is not inevitable

Posted in Contested Situations, Corporate Governance, Defensive Tactics, Directors and Officers, Hostile/unsolicited Bids, Mergers and Acquisitions, Proxy Contests, Shareholder Rights Plans / Poison Pills, Take-Over Bids
Fasken Martineau’s 2015 Canadian Hostile Take-Over Bid Study sets out the results of a ten-year empirical analysis of hostile take-over bids in Canada. Key findings include: When initiating a public contest for control, a hostile bidder was successful more than half the time; however, a change of control was by no means inevitable, with targets… Continue Reading

The End of Poison Pills?

Posted in Contested Situations, Corporate Governance, CSA, Defensive Tactics, Hostile/unsolicited Bids, Mergers and Acquisitions, Securities Regulatory Authorities, Shareholder Rights Plans / Poison Pills, Take-Over Bids
The Canadian Securities Regulators (the CSA) have just agreed on major changes that are set to transform the take-over bid regime that has prevailed in Canada during the last three decades.  CSA Notice 62-306 (the CSA Proposal), issued on September 11, 2014, reconciles the competing proposals for poison pill reform initially introduced in March 2013 by the CSA and Autorité des… Continue Reading

Give to Caesar what is due to Caesar II: On the supposed inconsistency between corporate law and poison pill regulation by the Canadian Securities Regulators

Posted in Contested Situations, CSA, Defensive Tactics, Hostile/unsolicited Bids, Proxy Contests, Securities Regulatory Authorities
This is the second installment of a series of posts in which I will be critically examining a number of arguments made by proponents of the view that the time has come for Canadian securities regulators to “vacate the field” of poison pill regulation, leaving oversight of shareholder rights plans to the courts. Evaluating the… Continue Reading

Give to Caesar What is Due to Caesar: Foundations for an Active Role for Securities Regulators in the Regulation of Poison Pills

Posted in Contested Situations, CSA, Defensive Tactics, Hostile/unsolicited Bids, OSC, Proxy Contests, Securities Regulatory Authorities
A colleague recently suggested that my last contribution to Timely Disclosure called to mind the more familiar view, which has gained in prominence over the past half-decade or so [1], that the time has come for Canadian securities regulators to “vacate the field” of poison pill regulation, leaving oversight of shareholder rights plans to the courts. … Continue Reading

Speaking with the Enemy: How the OSC’s Dialogue with Martin Lipton Threatens Those Whom the OSC is Charged with Protecting

Posted in Contested Situations, Continuous Disclosure, Corporate Governance, CSA, Defensive Tactics, Directors and Officers, Hostile/unsolicited Bids, OSC, Securities Regulatory Authorities
Renowned New York corporate lawyer Martin Lipton was in Toronto on October 8 preaching the evils of shareholder activism to anyone listening at the OSC Dialogue, an annual event hosted by the Ontario Securities Commission at which market participants are brought together on issues and trends facing the capital markets. Mr. Lipton’s message is stark… Continue Reading

Le ministre des Finances du Québec crée le Groupe de travail sur la protection des entreprises québécoises

Posted in Defensive Tactics, Mergers and Acquisitions, Shareholder Rights Plans / Poison Pills, Take-Over Bids
Le 7 juin 2013, le ministre des Finances et de l’Économie du Québec, M. Nicolas Marceau, a annoncé la création du Groupe de travail sur la protection des entreprises québécoises (le « Groupe de travail »), lequel se penchera sur les mesures à mettre en place afin de permettre aux entreprises québécoises de mieux se… Continue Reading

Québec Finance Minister Creates Task Force on Protecting Québec Businesses

Posted in Defensive Tactics, Mergers and Acquisitions, Securities, Shareholder Rights Plans / Poison Pills, Take-Over Bids
On June 7, 2013, Québec’s Minister of Finance and the Economy, Nicolas Marceau, announced the creation of a task force on protecting Québec businesses. This task force will weigh in on measures to be implemented in order to allow Québec businesses to better protect themselves against hostile takeovers and retain head offices in Québec. The… Continue Reading

Canadian Securities Regulators Publish Competing Proposals on Poison Pills and Defensive Tactics

Posted in Defensive Tactics, Securities, Shareholder Rights Plans / Poison Pills, Take-Over Bids
Since the Supreme Court of Canada’s 2008 decision in BCE, Canadian boards responding to a hostile bid have been faced with a conundrum.  On the one hand, Canada’s highest court has enshrined the idea that boards may consider all affected stakeholder interests, not just those of shareholders, in exercising their fiduciary duty to act in… Continue Reading