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Canadian M&A Law

Friday, April 28, 2017 | Ideas and resources on the law of mergers & acquisitions

Category Archives: Defensive Tactics

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Proposed changes to take-over rules aim to level playing field among boards and bidders

Posted in Defensive Tactics, Take-Over Bids / Tender Offers

Yesterday, the Canadian Securities Administrators published their eagerly anticipated proposed amendments to the Canadian take-over bid regime (the Proposed Amendments). Specifically, the Proposed Amendments will result in changes to the current rules governing take-over bids by extending the mandatory minimum …

Delaware Decision Upholds Board Discretion In Implementing Rights Plan Against Activist Hedge Fund

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Marketplace Trends

The Delaware Court of Chancery decision in Third Point highlights once again the breadth of the discretion of boards of directors when implementing defensive tactics subject to the Unocal standard. The decision is an illustration of the potential role of …

BCSC Allows Shareholder Rights Plan to Survive Almost 160 Days

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Marketplace Trends, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

On May 2, the British Columbia Securities Commission (BCSC) ruled on an application by HudBay Minerals Inc. to cease-trade Augusta Resource Corporation’s shareholder rights plan (the Pill).  While the BCSC panel granted an order cease-trading the Pill as at 5:00pm …

Canadian M&A in 2013 – Part II

Posted in Cross-Border M&A, Defensive Tactics, Marketplace Trends, Private Equity, Proxy Fights, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

In the second of a two-part series looking at the state of M&A law in Canada, members of Stikeman Elliott’s national M&A group discuss 2013′s top issues and trends from a variety of perspectives. Part Two includes reports on developments …

Canadian M&A in 2013

Posted in Competition / Foreign Investment, Controlled Auctions, Cross-Border M&A, Defensive Tactics, Employment and Pension Issues, Marketplace Trends, Negotiated Transactions, Private Equity, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers, Tax Issues

In the first of a two-part series looking at the state of M&A law in Canada, members of Stikeman Elliott’s national M&A group discuss 2013’s top issues and trends from a variety of perspectives. Part One begins with an overview …

Journal Article Suggests Repeal of Defensive Tactics Policy

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Securities Law, Shareholder Rights, Take-Over Bids / Tender Offers

Stikeman Elliott partners Sean Vanderpol and Ed Waitzer recently published an article in the Osgoode Hall Law Journal that questions the current emphasis on the primacy of shareholder choice in the case of take-over transactions under Canadian securities regulations. Entitled …

Delaware court won’t stop shareholder meeting to approve merger from going ahead, holding that disclosure issues cited were not material

Posted in Defensive Tactics, Directors’ Duties and Liabilities, Shareholder Rights, Take-Over Bids / Tender Offers

Unless unhappy shareholders make a really strong case, Delaware courts appear reluctant to issue injunctive relief against proposed transactions in a weak M&A market.

Wayne County Employees’ Retirement System v. Corti et al.
Court of Chancery (Delaware)
July 1, 2008 …