JD student Duncan Melville writes in Globe and Mail about Bombardier bailout and dual-class shares

Thursday, January 14, 2016

In a commentary in the Globe and Mail's Report on Business, JD student Duncan Melville argues that, if the federal government provides financial support to Bombardier, it should require the company to unwind its dual-class share structure ("If Ottawa opts to bail out Bombardier, it ought to impose one key condition," January 13, 2016).

Read the full commentary on the Globe and Mail website, or below.

 

If Ottawa opts to bail out Bombardier, it ought to impose one key condition

By Duncan Melville

Prof. Anita Anand authors report on the use of "poison pills" in takeover bids

Thursday, October 29, 2015
Prof. Anita Anand

Proposed takeover rules will produce winners and losers and need rethinking, according to a new report by Prof. Anita Anand for the C.D. Howe Institute. In “The Future of Poison Pills in Canada: Are Takeover Bid Reforms Needed?,” Prof. Anand assesses the rules proposed by the Canadian Securities Administrators (CSA), and recommends a key change: do not implement the proposed 120-day bid period and retain the current 35 day period.

Time to prohibit dual class share structures?

Thursday, October 29, 2015

Centre for the Legal Profession roundtable discussed the advantages and disadvantages of DCS

By Sheldon Gordon

Do dual class share (DCS) structures need to be more strictly regulated in the interests of shareholder democracy—or even banned outright—by Canada's securities commissions?

New Canadian Securities Administrators' rules would discourage takeovers

Anita Anand
Monday, April 6, 2015

Financial Post

This week, the Canadian Securities Administrators (CSA) published draft rules under which a takeover bid would have an irrevocable 50 percent minimum tender condition. Once met, the rules would require an additional 10-day right to tender for undecided shareholders.

The bid, however, would also remain open for a minimum of 120 days. The 50 percent condition is laudable, because it offers effective decision-making capacity on the part of shareholders. The 120-day requirement, however, would cause uncertainty in the market, to the detriment of target shareholders, and of bidders.

The CSA proposal seeks to strike a balance that might lessen the prominence of litigation relating to shareholder rights plans or “poison pills.” The bidder must obtain a “majority of minority” approval before it can take up shares; securities of the bidder and its joint actors would not be counted in the 50 percent. The advantage is that a minority of shareholders cannot force the majority to sell control.

The proposal would therefore likely sound the death knell for some pills such as the “just say no” pill, whereby the bidder can remove the pill only via a proxy contest. But it would prevent bidders from being able to corner target shareholders into the undesirable choice of selling into an underpriced offer or being stuck with illiquid shares.

Prof. Anita Anand - "New Canadian Securities Administrators rules would discourage takeovers"

Thursday, April 2, 2015

In a commentary in the Financial Post, Prof. Anita Anand analyzes new draft rules from the Canadian Securities Administrators (CSA) about takeovers, noting that the new 120-day requirement for bids to remain open will discourage hostile takeover attempts ("New Canadian Securities Administrators rules would discourage takeovers," April 2, 2015).

Read the full commentary on the Financial Post website, or below.

 

Activist shareholders, board powers and the need for a policy on proxy access

Tuesday, March 3, 2015

Proxy Access Roundtable raised questions, discussed merits about the Canadian Coalition for Good Governance’s draft policy

 

By Alison Hines, Centre for the Legal Profession

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