Securities Regulators Propose Alternative Approaches To Defensive Tactics

Securities Regulators Propose Alternative Approaches To Defensive Tactics

On March 14, 2013, the Canadian Securities Administrators (CSA) published for comment draft National Instrument 62-105 – Security Holder Rights Plans (NI 62-105), a related companion policy and proposed consequential amendments to certain other instruments and policies. On the same day, Quebec's Autorité des marchés financiers (AMF), which is a member of the CSA, published for comment an alternative proposal in the form of a consultation paper entitled An Alternative Approach to Securities Regulators' Intervention in Defensive Tactics. The two draft proposals offer divergent approaches to the treatment of shareholder rights plans (poison pills) in unsolicited take-over bids. Moreover, the Quebec proposal goes further than that of the CSA, recommending fundamental changes to the regulation of defensive tactics generally in Canada, a matter that the CSA indicate is part of a broader and ongoing