News Releases
Canadian securities regulators publish guidance on conflict of interest transactions
Jul 27, 2017
The securities regulatory authorities in Ontario, Québec, Alberta, Manitoba and New Brunswick (the participating jurisdictions) today published CSA Multilateral Staff Notice 61-302 Staff Review and Commentary on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
The notice outlines the approach used to review material conflict of interest transactions, including insider bids, issuer bids, business combinations and related party transactions that give rise to concerns regarding the protection of minority security holders. The notice also advises market participants of the participating jurisdictions’ views on special committees of independent directors and enhanced disclosure requirements.
“Our regulatory framework for conflict of interest transactions is designed to protect minority security holders when a related party of the issuer, who may have superior access to information or significant influence, is involved in such a transaction,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers.
The notice describes how staff review conflict of interest transactions to assess compliance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), including the timing and scope of such reviews, the information-gathering process and potential remedies in the event of non-compliance.
The notice also contains a discussion of staff’s views on special committees of independent directors and enhanced disclosure requirements based on the requirements of MI 61-101 and associated guidance, decisions of securities regulatory authorities, and issues identified in reviews of material conflict of interest transactions. The discussion addresses the role, composition and mandate of special committees, and disclosure regarding the background, approval process and fairness opinions for conflict of interest transactions.
The notice can be found on the websites of the participating jurisdictions.
The CSA, the council of the securities regulators of Canada’s provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.
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For more information:
Kristen Rose
Ontario Securities Commission
416-593-2336
media_inquiries@osc.gov.on.ca
Alison Walker
British Columbia Securities Commission
604-899-6713
Jason Booth
The Manitoba Securities Commission
204-945-1660
David Harrison
Nova Scotia Securities Commission
902-424-8586
John O’Brien
Office of the Superintendent of Securities
Newfoundland and Labrador
709-729-4909
Jeff Mason
Nunavut Securities Office
867-975-6591
Shannon McMillan
Financial and Consumer Affairs Authority of Saskatchewan
306-798-4160
Hilary McMeekin
Alberta Securities Commission
403-592-8186
Sylvain Théberge
Autorité des marchés financiers
sylvain.theberge@lautorite.qc.ca
Andrew Nicholson
Financial and Consumer Services Commission, New Brunswick
506-658-3021
Steven Dowling
Government of Prince Edward Island
Superintendent of Securities
902-368-4550
Rhonda Horte
Office of the Yukon Superintendent of Securities
867-667-5466
Tom Hall
Office of the Superintendent of Securities,
Northwest Territories
867-767-9305