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ARTICLE · 26 FEBRUARY 2014

Québec: A Safe Haven For Boards Under Siege?

Borden Ladner Gervais LLP
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Concerned with the hollowing out of Québec Inc., the PQ minority government came out strong in favour of the right of board of directors to "just say no" to hostile takeovers.

CanadaCorporate/Commercial Law
Pascal De Guise
Pascal De Guise
Misha Benjamin
Misha Benjamin
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The PQ minority government proposes novel defensive tactics

Concerned with the hollowing out of Québec Inc., the PQ minority government came out strong in favour of the right of board of directors to "just say no" to hostile takeovers. Under a proposal contained in its 2014-2015 budget tabled on February 20, 2014, Québec corporations could implement novel defensive tactics.

These defensive tactics would only be available to businesses incorporated under the Québec Business Corporations Act (the "QBCA"). They could be implemented or withdrawn by special resolution (2/3) of the shareholders.

First, QBCA corporations could amend their constituting documents to grant extra votes to shareholders that have held their shares for at least two years.

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