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ARTICLE · 25 MARCH 2013

Shareholder Rights Plans – The CSA Proposal

McCarthy Tétrault
McCarthy Tétrault
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The Canadian Securities Administrators have recently published a request and notice for comments regarding "Proposal National Instrument 62-105 – Security Holder Rights Plans".

CanadaCorporate/Commercial Law
Graham Gow
Graham Gow
Clemens Mayr
Clemens Mayr
Ian Michael
Ian Michael
Leslie Milroy
Leslie Milroy
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On March 14, 2013, the Canadian Securities Administrators (otherwise known as the "CSA") published a request and notice for comments regarding Proposal National Instrument 62-105 – Security Holder Rights Plans, the purpose of which is to introduce the CSA's proposed regulatory regime for rights plans.

The proposed rule, which is discussed in more detail in our publication Securities Regulators Proposed New Rules for Shareholder Rights Plans,does not address other defensive tactics.

In addition, the Autorité des marchés financiers has published An Alternative Approach to Securities Regulators' Intervention in Defensive Tactics, (the "AMF Proposal"), which will be the subject of a separate publication by McCarthy Tétrault. The AMF Proposal is more general and far reaching in that it applies not just to Rights Plans but to all defensive measures adopted by a board to fend off a hostile bid, and does not contemplate any shareholder approval or ratification

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