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.