Fairness opinions and their quality are not generally highly-charged, emotional subjects in Canada. In fact, the most notorious court case in the last several years that addressed fairness opinion issues did not even involve an actual fairness opinion — it was the lack of a fairness opinion that was a point of contention.
In Canada, the securities regulators become more involved in related party issues than do the courts. Even the stock exchanges, through their rules for continued listing, play a larger role than the courts in this area. Two of the securities regulatory authorities (in Ontario and Quebec) have a rule governing related party transactions. This rule involves more than just disclosure, in contrast to the regulatory approach of the Securities and Exchange Commission in the United States which focuses almost exclusively on disclosure when it comes to related party transactions. The Ontario and Quebec rule, in addition to addressing disclosure, mandates "majority of minority" shareholder approval and independent valuations in certain cases.
In 1996, the Ontario Securities Commission (OSC) expressed the belief that standard fairness opinions are more noteworthy for what they do not contain than what they do, and that they usually lack analysis to support the conclusion reached, leaving the reader to speculate. In formulating its rule to regulate related party transactions, the OSC decided that fairness opinions would play no part.
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