Timely Disclosure

Timely Disclosure

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

Category Archives: Shareholder Rights Plans / Poison Pills

Subscribe to Shareholder Rights Plans / Poison Pills RSS Feed

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

2015 ISS and Glass Lewis Updates

Posted in Contested Situations, Mergers and Acquisitions, Plan of Arrangement, Proxy Contests, Shareholder Rights Plans / Poison Pills, Take-Over Bids, TSX, Uncategorized
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2015 proxy season. The items updated include those pertaining to the definition of independence, advance notice requirements, by-law amendments, private placements, treatment of majority voting policies, shareholder rights plans and advance… 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

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