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On June 28, 2012, the Ontario Securities Commission published
OSC Notice 11-767 – Notice of Statement of Priorities for
Financial Year to End March 31, 2013. Tucked in with the OSC's
goal to deliver strong investor protection, the OSC states that it
will reconsider the current regulatory requirements governing
shareholders' rights plans to reflect recent market and
governance developments. We know that the OSC has been
informally canvassing market participants for views on the
appropriate regulation of poison pills and that a plan is in the
works. And as noted in
our blog post from last November, Naizam Kanji, head of the
M&A team at the OSC, publicly outlined a preliminary proposal
that would allow shareholder rights plans to remain in place as
long as they are approved by shareholders at each annual
meeting. To remove the shareholder rights plan, a hostile
bidder would need to commence a proxy battle.
Stay tuned for more as the OSC and the other provincial
securities regulators further develop their thinking in this
area.
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