Minority security holders in Alberta, Manitoba and New Brunswick will enjoy enhanced protections as the result of the adoption by their respective provincial securities regulators of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. MI 61-101 will take effect in the three provinces on July 31, 2017 and will not differ in any substantial respect from the instrument previously adopted in Ontario and Quebec.
Enhanced Protection for Investors
Although reporting issuers listed on major Canadian exchanges have generally been subject to MI 61-101, this initiative by the Alberta, Manitoba and New Brunswick regulators should reduce regulatory burden and provide additional investor protection in those jurisdictions by:
- Increasing the efficiency of local compliance and enforcement mechanisms;
- Further harmonizing Canadian securities law; and
- Providing a local regulator with whom parties may engage.
Designed to provide fair treatment to all security holders, MI 61-101 regulates business combinations and take-over bids involving certain insiders or related parties and requires enhanced disclosure, independent valuations and majority of minority security holder approvals for prescribed transactions. MI 61-101 has been in effect in Ontario and Quebec since February 1, 2008 and, as a consequence, issuers listed on the Toronto Stock Exchange, Aequitas NEO Exchange Inc. and the Canadian Securities Exchange have already been subject to MI 61-101 by virtue of being reporting issuers in Ontario. TSX Venture Exchange listed issuers have also been subject to MI 61-101 pursuant to TSX-V Policy 5.9 Protection of Minority Security Holders in Special Transactions.
For further information, please see Multilateral CSA Notice of Adoption of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (July 20, 2017).
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.