1 Process, Process, Process:
Advising the Target Board or
Special Committee in Canada
By Kent Kufeldt, Paul A.D. Mingay,
Fred R. Pletcher, and Philippe Tardif
10 See This, Canada
By ACC
11 The Canadian Healthcare Shift —
A Profile of Nawaz Hussainaly
By Matthew Sullivan
a special supplement to ACC Docket
sponsored by Borden Ladner Gervais
Process, Process, Process:
Advising the Target Board or
Special Committee in Canada
By Kent Kufeldt, partner ( kkufeldt@blg.com), Borden Ladner Gervais LLP; Paul A.D. Mingay,
partner ( pmingay@blg.com), Borden Ladner Gervais LLP; Fred R. Pletcher, partner ( fpletcher@blg.com),
Borden Ladner Gervais LLP; and Philippe Tardif, partner ( ptardif@blg.com), Borden Ladner Gervais LLP
Background
The CEO of your Canadian affiliate listed
on the Toronto Stock Exchange (TSX)
has just called and is anticipating an unrelated third party takeover bid. The CEO
has asked you to identify the immediate
priorities to assist the board of directors
(the board) in organizing itself to consider and respond to a takeover bid.
Being a director of a public company
in Canada is increasingly challenging. It
is therefore crucial for corporate counsel to work with outside counsel and the
board to ensure that the board:
• Is aware of its fiduciary duties;
• Conducts the transaction process,
• Is seen by stakeholders to be doing so.
The following is intended to provide
a high-level summary of key principles
under Canadian law, as well as recent
developments in Canadian takeover
bid rules.
Why is it important to review
directors’ duties?
When considering embarking upon any
review of the corporation’s strategy in
which the end result could be a change
of control transaction, it is important
that directors be advised of their duties.
Even experienced directors should be
reminded of the requirements imposed
upon them by corporate law and be
brought up to date on the current law
Interesting in authoring for Canadian
Briefings Visit www.acc.com/docket/
edguide.cfm, or contact Associate Editor
Joshua Shields at j.shields@acc.com.
Kent
Kufeldt
Paul A.D.
Mingay
Fred R.
Pletcher
Philippe
Tardif