NIN 97/29 - Adoption of National Policy 62-202 and Rescission of National Policy Statement No. 38 Take-Over Bids - Defensive Tactics [NIN - Rescinded]
| Published Date: | 1997-07-04 |
|---|---|
| Effective Date: | 1997-06-30 |
National Policy 62-202 comes into force and National Policy Statement No. 38 is rescinded on August 4, 1997.
Substance and Purpose of National Policy
The purpose of the National Policy is to set out the views of the Canadian securities regulatory authorities on take-over bid defensive tactics. The Canadian securities regulatory authorities are prepared to examine target company tactics in specific cases to determine whether they are abusive of shareholder rights. If the Canadian securities regulatory authorities become aware of defensive tactics that are likely to deny or limit severely the ability of shareholders to respond to a take-over bid or a competing bid, they will take appropriate action.
The National Policy is an initiative of the Canadian Securities Administrators (the "CSA") and is being adopted as a policy in all the jurisdictions represented by the CSA. The National Policy is substantially similar to National Policy Statement No. 38 - Take-Over Bids - Defensive Tactics, which it replaces. No material substantive changes have been made to National Policy Statement No. 38.
Terms used in the National Policy that are defined or interpreted in a definition instrument in force in the jurisdiction should be interpreted in accordance with that definition instrument, unless the context otherwise requires.
Summary of National Policy
The National Policy sets out the view of the Canadian securities regulatory authorities on take-over bid defensive tactics. The Canadian securities regulatory authorities are of the view that the take-over bid provisions of Canadian securities legislation should favour neither the offeror nor the management of the target company, and should leave the shareholders of the target company free to make a fully informed decision. The Canadian securities regulatory authorities are prepared to examine target company tactics in specific cases to determine whether they are abusive of shareholder rights and, if they become aware of defensive tactics that are likely to deny or limit severely the ability of shareholders to respond to a take-over bid or to a competing bid, they will take appropriate action. The National Policy also provides that prior shareholder approval of corporate action would, in appropriate cases, allay the concerns of the Canadian securities regulatory authorities.
National Policy
National Policy Statement No. 38 is replaced by the National Policy and will be rescinded effective August 4, 1997. The text of the National Policy is published in the Weekly Summary ending July 4, 1997.
DATED at Vancouver, British Columbia, on June 30, 1997.
Douglas M. Hyndman
Chair