Torys' Article on Canada's "Just Say Slow" Takeover Regime Featured in Lexpert Guide

June 15, 2015

In an article highlighting recent developments within corporate governance and shareholder activism, Torys’ bulletin on the proposed “just say slow” takeover bid regime was referenced in the 2015 Lexpert Guide to the Leading Corporate Lawyers (click here to read the bulletin written by John Emanoilidis, Andrew GraySophia Tolias and Thomas Yeo). The latest set of rules proposed by the Canadian Securities Administrators are aimed at reforming Canada’s takeover bid regime—including an increase in the time period that a takeover bid must remain active, and a minimum shareholder tender of 50 per cent. Below is an excerpt of the article.

We anticipate that hostile bidders will perceive the benefit of engaging more with target boards who will have the ability to waive the minimum tender period for friendly transactions,” write John Emanoilidis, Andrew Gray, Thomas Yeo and Sophia Tolias in Torys LLP’s client bulletin.

According to the Torys lawyers, poison pills will still be useful as a device to regulate exempt purchases of target securities. “However, we would expect that the regulators would not generally permit a target board to maintain a poison pill if a bid has been accepted by a majority of disinterested shareholders and if the bid otherwise complies with the new rules,” they write.

To read the full article, click here.


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