"Update on Take-over Bid Defensive Tactics Law and Regulation in Canada – The Securities and Corporate Disconnect Continues",
Securities Source – Securities Law Newsletter, Westlaw Canada, December 2011
Date:
January 3 2012
In a two-day span in October 2011, two Canadian securities commissions released their written decisions to allow shareholder rights plans (poison pills), which had been challenged by hostile take-over bidders, to remain in place for a specified time period following which they would be cease traded. In both cases, Re Mosaid Technologies Incorporated in Ontario and Re Afexa Life Sciences Inc. in Alberta, the reasons for the decisions made no mention of the pronouncements on directors’ fiduciary duties contained in the reasons of the Supreme Court of Canada in the 2008 case of BCE Inc. v. 1976 Debentureholders. These omissions served, along with the earlier commentary of the Ontario Securities Commission (OSC) in Re Baffinland, as additional confirmation that BCE would not play a role in the outcome of poison pill hearings, at least for the time being. This was the case despite an earlier, opposite indication from the OSC in Re Neo Material Technologies Inc. in 2009.
Republished with permission.
Read more by clicking the download button.
