Mergers and acquisitions
A mergers and acquisitions transaction refers to a transaction in which one issuer obtains control of all or part of the business of another issuer. Mergers and acquisitions transactions may be structured in several different ways, including:
- take-over bids
- plans of arrangement
- asset sales
- corporate restructurings
- going-private transactions
The regulatory framework for mergers and acquisitions transactions requires careful interpretation due to a few important considerations, such as:
- the overlapping requirements of securities law and corporate law
- the distinctive requirements that apply to corporate voting transactions and take-over bids
- the concurrent jurisdiction of the courts and securities regulators on certain mergers and acquisitions issues
- the imposition of additional securities law requirements on mergers and acquisitions transactions that raise major conflict of interest concerns
Take-over bids and issuer bids
Any take-over bid in Ontario involving the acquisition of more than 20% of voting or equity shares by a bidder is subject to regulatory oversight.
Conflict of interest transactions
The regulatory regime in Ontario is designed to protect minority shareholders when an issuer and a related party engage in a conflict of interest in transaction.
Take-over bid defensive tactics
The OSC may review and regulate defensive tactics during take-over bids.
Multilateral CSA Staff Notice 61-302 Staff Review and Commentary on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions
National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (effective April 1, 2017)
Unofficial Consolidation: National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues