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 press release (in French language only) announcing the creation of the task force can be found here.

The task force’s mandate will be to address the nature, scope and medium- and long-term impact of measures to retain head offices in Québec, which could lead to amendments to various laws of the Province of Québec, and to review the issue of board intervention and the ability of boards of directors to exercise their fiduciary duties towards the corporation in responding to unsolicited take-over bids.

The task force will be chaired by Claude Séguin, Senior Vice President, Corporate Development and Strategic Investments of CGI Group Inc., and will include:

  • Raymonde Crête, professor and director of the research group in financial services law at the Faculty of Law of Université Laval;
  • André Dion, former President and Chief Executive Officer of RONA Inc.;
  • Monique Jérôme-Forget, special advisor at Osler, Hoskin & Harcourt LLP and former Québec Minister of Finance and President of the Treasury Board;
  • Michel Leblanc, President and Chief Executive Officer of the Board of Trade of Metropolitan Montreal;
  • Andrew Molson, Chairman of the Board of Molson Coors Brewing Company;
  • Éric Morisset, Managing Director and Group Head, Québec Investment Banking at TD Securities Inc.;
  • Robert Paré, a senior partner at Fasken Martineau.

The task force’s report is due in the fall of this year.

As mentioned in a prior blog post, the Canadian Securities Administrators (CSA) published on March 14, 2013 a proposal to establish a specific regulatory framework governing rights plans (also referred to as “poison pills”) in all Canadian jurisdictions while the Québec Autorité des marchés financiers (AMF) published on the same date a consultation paper proposing an alternative approach to the role of securities regulators in reviewing defensive tactics adopted by target boards in response to unsolicited take-over bids, which involves a more fundamental re-evaluation of the securities regulators’ approach to defensive tactics. The comment period for these proposals, as extended, will terminate on July 12, 2013.