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ARTICLE · 21 AUGUST 2017

Canadian Securities Administrators Release Update On Material Conflicted Transactions

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The Canadian Securities Administrators has published its views and expectations on the role of target boards and special committees in respect of material conflicted transactions...

CanadaCorporate/Commercial Law
Cornell Wright
Cornell Wright
John Emanoilidis
John Emanoilidis
Andrew Gray
Andrew Gray
Sophia Tolias
Sophia Tolias
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The Canadian Securities Administrators has published its views and expectations on the role of target boards and special committees in respect of material conflicted transactions governed by Multilateral Instrument 61-101 (MI 61-101), related disclosures and financial advice received by target boards in this context.1 The guidance provided in the notice reflects the results of the review of conflicted transactions, and the deficiencies identified.

What You Need To Know

  • The guidance provided in the notice is more prescriptive than MI 61-101 and its related companion policy with respect to the composition, conduct and role of special committees.
  • The notice calls for enhanced disclosure to shareholders regarding transactions, setting out the basis for potential challenges to transactions.

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