The Canadian Securities Administrators
(the CSA) recently adopted amendments to the
take-over bid regime (the Bid Amendments).
Except in Ontario, provided all necessary approvals are obtained,
the Bid Amendments and Early Warning Amendments will come into
force on May 9, 2016. In Ontario, these will come into force on the
later of: (a) May 9, 2016, or (b) the day on which certain sections
of Schedule 18 of the Budget Measures Act,
2015 (Ontario) are proclaimed into force.
The Bid Amendments are designed to enhance the quality and
integrity of the take-over bid regime and rebalance the current
dynamics among offerors, offeree issuer boards of directors
(offeree boards), and offeree issuer security
holders by: (i) facilitating the ability of offeree issuer security
holders to make voluntary, informed and co-ordinated tender
decisions; and (ii) providing the offeree board with additional
time and discretion when responding to a take-over bid.
Specifically, the Bid Amendments will require that all
non-exempt take-over bids:
receive tenders of more than 50% of the outstanding securities
of the class that are subject to the bid, excluding securities
beneficially owned, or over which control or direction is
exercised, by the offeror or by any person acting jointly or in
concert with the offeror;
be extended by the offeror for an additional 10 days after the
Minimum Tender Requirement has been achieved and all other terms
and conditions of the bid have been complied with or waived;
remain open for a minimum deposit period of 105 days
the offeree board states in a news release a shorter deposit
period for the bid of not less than 35 days, in which case all
contemporaneous take-over bids must remain open for at least the
stated shorter deposit period; or
the issuer issues a news release that it intends to effect,
pursuant to an agreement or otherwise, a specified alternative
transaction, in which case all contemporaneous take-over bids must
remain open for a deposit period of at least 35 days.
The Bid Amendments involve fundamental changes to the bid regime
to establish a majority acceptance standard for all non-exempt
take-over bids, a mandatory extension period to alleviate offeree
security holder coercion concerns, and a 105-day minimum deposit
period to address concerns that offeree boards do not have enough
time to respond to an unsolicited take-over bid.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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