Conflict of interest transactions
Conflict of interest protections are designed to mitigate risks to minority security holders when a related party of the issuer—who may have superior access to information or significant influence (by virtue of voting power or board representation)—is involved in a conflict of interest transaction with the issuer.
Protections for minority security holders
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) regulates conflict of interest transactions including:
- insider bids
- issuer bids
- business combinations
- related party transactions
The objective of MI 61-101 is to ensure that all security holders of issuers involved in conflict of interest transactions are treated in a manner that is fair, and that is perceived to be fair. This is achieved through procedural protections, including:
- enhanced disclosure, including disclosure of prior valuations in respect of, and prior offers for, the target
- independent valuations
- minority shareholder approval
- independent committee review (which is recommended for all transactions regulated by MI 61-101, but only specifically mandated for insider bids)
MI 61-101 provides exemptions from the independent valuation and minority shareholder approval requirements in certain circumstances.
For more information on the OSC’s service standard timing to review conflict of interest transactions, see the OSC Service Commitment.