Page 19 - CCCA62_2013

CCCA_V7No2_Q&AHowardLevine-FIN_CCCA 13-05-16 3:24 PM Page 19 Feature stay permanently in place? It’s led to a re-examination from a reg- one of regulating poison pills specifically and essentially saying ulatory perspective as to how poison pills in particular, and other that as long as the poison pill has been approved by the share- defensive measures in general, should be dealt with. holders, with full knowledge of the circumstances, then the pill will remain in place and it’ll be able to thwart a hostile offer. CCCA One of the decisions that raised eyebrows is the Fibrek The AMF, which again is part of the CSA and has attached its case by the Quebec court of appeal. name to the CSA paper, has come out with its own position HL Well in the Fibrek case, there was a poison pill involved but where it says: we would like further reflection on a more holis- also the issuance of securities and special warrants in that case tic approach in terms of looking at all defensive measures, not that had a dilutive effect. It would have thwarted the hostile offer just poison pills. And they want to spark debate to have people in that case. And there was a decision that was rendered by the look at I guess the broader picture. regulatory bodies of Quebec that raised some eyebrows. The outcome was a bit surprising from a financial perspective in that CCCAWhat kind of timeline are we looking at? When will we a white knight with a higher offer ultimately wasn’t permitted to see changes to the rules? proceed. So Quebec’s position is that we actually need to broad- HL I would say it’s certainly a pressing issue and I think people en the examination; not look only at poison pills but defensive are eager to see something happen sooner than later. But given measures in general. the magnitude of the issue and given the clear dichotomy of views in that there are two very separate approaches that are pub- CCCA Hence the two different approaches on the table? licly published by securities regulators, it may take a little bit of HL So there are at this point two position papers out for dis- time to work its way through. But I do believe it’s a pressing issue cussion. One is the position paper published by the CSA, for all people. It’s just a question of letting it take its time. Canadian Securities Administrators, of which the AMF, being the Quebec Securities Body, is a part of as well. And their position is This interview has been edited and condensed for publication. ÉTÉ 2013 CCCA Canadian Corporate Counsel Association 19