Timely Disclosure

Timely Disclosure

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

Category Archives: Contested Situations

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The End of Poison Pills?

Posted in Contested Situations, Corporate Governance, Mergers & Acquisitions, Securities Regulatory Authorities
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

Canadian Proxy Contest Study – 2014 Update

Posted in Contested Situations, Corporate Governance, Mergers & Acquisitions, Proxy Voting
A follow up to our ground-breaking 2013 Canadian Proxy Contest Study, our 2014 Update sheds additional light on some of the issues and trends that we previously identified and raises a few new issues for further thought.  Among the highlights of last year’s Canadian market experience in proxy contests were the following: 2013 witnessed a… Continue Reading

2014 Updates to Canadian Proxy Advisory Guidelines

Posted in Contested Situations, Corporate Governance, Mergers & Acquisitions, Proxy Voting
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their Canadian proxy voting recommendation guidelines for the 2014 proxy season. Glass Lewis released its updates on December 13, 2013 and ISS released its updates on November 21, 2013. The items updated include those pertaining to corporate governance standards,… 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, 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, 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 & Timely Disclosure, Corporate Governance, Directors & Officers, 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

OSC Staff Notice 11-768 – Notice of Statement of Priorities for financial year to end March 31, 2014

Posted in Contested Situations, Corporate Governance, Directors & Officers, Proxy Voting, Securities Regulatory Authorities
On June 27, 2013, the Ontario Securities Commission (OSC) released OSC Staff Notice 11-768 Notice of Statement of Priorities for financial year to end March 31, 2014 (Statement of Priorities).  The Statement of Priorities sets out the key regulatory priorities of the OSC for its 2013-2014 financial year. While a number of issues identified by… Continue Reading

Making a Bid = Special Relationships

Posted in Contested Situations, Mergers & Acquisitions
On June 13, 2013, Bill 65 (Prosperous and Fair Ontario Act (Budget Measures)), 2013 received Royal Assent.  Bill 65 contained amendments to the Securities Act (Ontario) (Act).  In particular, section 76 of the Act has been amended to include in the definition of “person or company in a special relationship with a reporting issuer”, persons… Continue Reading

More on the UK Takeover Panel Extends the Scope of its Jurisdiction to all UK Companies Listed on AIM or the ISDX Growth Market

Posted in Contested Situations, Mergers & Acquisitions
Further to our previous post, we believe that on the whole, this is a positive development particularly in view of the uncertainty of the present regime.  In our experience, shareholders in most UK registered companies whose shares are quoted on AIM or the ISDX Growth Market expect to be protected by the Takeover Code and… Continue Reading

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

Posted in Contested Situations, Mergers & Acquisitions, Securities
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

Notice-and-Access Procedure Now Available to Send Proxy-Related Materials to Securityholders

Posted in Contested Situations, Continuous & Timely Disclosure, Securities
On February 11, 2013, new amendments to National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and to National Instrument 51-102 Continuous Disclosure Obligations came into force, providing reporting issuers with a new notice-and-access procedure to send proxy-related materials to registered holders and beneficial owners of securities. Under notice-and-access, a reporting… Continue Reading