Canadian Securities Administrators Propose New Shareholder Rights Plan Regime, AMF Proposes Alternative Approach

On March 14, 2013, the Canadian Securities Administrators (CSA) published for comment proposed National Instrument 62-105 Security Holder Rights Plans and related companion policy (the Proposed Instrument). The Proposed Instrument, if implemented, would establish a comprehensive regulatory framework for the treatment of rights plans or "poison pills" in Canada and is part of a broader ongoing CSA initiative to review defensive tactics.

Concurrently with the CSA's release, the Autorité des marchés financiers (AMF) published an alternative consultation paper that addresses the larger framework of defensive tactics and goes beyond an update of the regulatory framework for poison pills. It proposes replacing National Policy 62-202 – Take-Over Bids – Defensive Tactics with a new policy on defensive tactics that would give deference to boards of directors in responding to unsolicited take-over bids and would redefine regulators' intervention on the ground of