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ARTICLE · 13 MAY 2013

At The Crossroads: Where Does Canada Go With Defensive Tactics?

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Defensive tactics employed by boards of target companies in response to unsolicited take-over bids have once again become the topic of mainstream discussion.

CanadaCorporate/Commercial Law
Jeffrey Roy
Jeffrey Roy
Alexandra Iliopoulos
Alexandra Iliopoulos
Gregory Hogan
Gregory Hogan
Joan Beck
Joan Beck
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Defensive tactics employed by boards of target companies in response to unsolicited ("hostile") take-over bids have once again become the topic of mainstream discussion.  Significant merger and acquisition activity, a number of conflicting regulatory decisions and a growing dissatisfaction in recent years with the inflexibility of the securities regulatory approach to shareholders rights plans have driven this discussion.

The members of the Canadian Securities Administrators (CSA) have joined the discussion by publishing  for comment a number of proposals to amend their approach to the most popular defensive tactic, the shareholder rights plan (a Rights Plan, a.k.a. a "poison pill"). However, there is no agreement amongst Canadian regulators about how to reform the regulatory approach to this defensive tactic.  Although Québec's Autorité des marchés financiers (AMF) participated in the publication of the CSA's proposed National Instrument 62-105 Security Holder

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