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Securities Law

NIN 91/12 - Ontario Securities Commission Policy Statement 9.1 Disclosure, Valuation, Review and Approval Requirements and Recommendations for Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions [NIN - Rescinded]

Published Date: 1991-07-12
Effective Date: 1991-07-11
The Ontario Securities Commission published for comment in the OSC Bulletin of May 25, 1990 a draft Policy Statement 9.1. The British Columbia Securities Commission published with NIN#90/18 dated May 24, 1990, [1990] 20 B.C.S.C. Weekly Summary ch.1, a copy of the draft OSC Policy 9.1, noting that the Commission intends to develop a similar policy and requesting comment on the draft OSC Policy 9.1.

After reviewing the comments received, the OSC has developed the final version of OSC Policy 9.1, which was published in the OSC Bulletin of July 5, 1991.

OSC Policy 9.1 was developed to help ensure that all security holders of an issuer receive complete and accurate information and fair treatment in respect of transactions between the issuer and persons that are related to the issuer. The Policy sets out specific requirements and recommended procedures for insider bids, issuer bids, going private transactions and related party transactions. While the Policy does not suggest that these types of transactions are inherently unfair, the nature of the transactions and the relationships between the parties involved do present opportunities for unequal treatment of minority shareholders. This is the concern addressed by the Policy.

As indicated in our earlier notice, this concern is shared by the Commission. The Commission will not be adopting a policy identical to OSC Policy 9.1, because of concerns as to the appropriateness and effectiveness of that policy in relation to junior issuers. However, the Commission will be developing its own local policy statement with respect to this matter, which should be published for comment by the end of this year.

Until a new local policy statement is in place, Commission staff will continue to deal with related party transactions in accordance with the fundamental principles of fairness underlying OSC Policy 9.1.

Dated at Vancouver, British Columbia on July 11, 1991.
Douglas M. Hyndman

REF: NIN#90/18