Goldsilver, Erik
Cassels Brock
& Blackwell LLP
(416) 860-2901
egoldsilver@
casselsbrock.com
Mr. Goldsilver's corporate/
commercial practice focuses
on the mining and energy
sectors, advising mining
companies on cross-border
M&A, options and joint
ventures, shareholder agree-
ments, royalties, and off -take
and streaming arrangements.
Greenfi eld, QC,
Donald E.
Bennett Jones LLP
(403) 298-3248
greenfi eldd@
bennettjones.com
Mr. Greenfi eld's energy
practice spans asset and
share sales and acquisitions
in Canada and abroad,
LNG and other project
development, production
sale contracts, JVs and limited
partnerships and Investment
Canada Act matters.
Gropper, QC,
Mitchell H.
Farris, Vaughan,
Wills & Murphy LLP
(604) 661-9322
mgropper@farris.com
Mr. Gropper's practice
focuses on corporate fi nance,
reorganizations, M&A
and commercial real estate.
He has advised boards of
directors on take-over bids,
going-private transactions
and other corporate matters.
Gorman,
William (Bill)
Goodmans LLP
(416) 597-4118
wgorman@goodmans.ca
Mr. Gorman's practice fo-
cuses on securities law, with
an emphasis on domestic
and cross-border corporate
fi nance and M&A. He
regularly acts on securities
off erings andhas been
extensively involved in
the development of the
Canadian REIT sector.
Grieve, Sander
Bennett Jones LLP
(416) 777-4826
grieves@bennettjones.com
Head of the Mining De-
partment at Bennett Jones
LLP, Mr. Grieve practises
public market fi nance and
M&A with a focus on global
mining. He represents a
range of the leading miners,
dealers and advisors in the
global mining industry.
Guindi, Shahir
Osler, Hoskin
& Harcourt LLP
(514) 904-8126
sguindi@osler.com
Mr. Guindi, managing
partner of the Montréal
offi ce, focuses on domestic
and cross-border M&A,
corporate fi nance, private
equity and venture capital.
He also acts for PE funds
on investments, divestitures
and fund formations.
partner at Blake, Cassels & Graydon LLP in
Toronto. "With ISS no longer supporting
them, I don't expect to see many companies
continuing to adopt them."
Adds Koval: "We're a jurisdiction that's
much more about providing information to
[shareholders] in order to help them make
a reasoned decision rather than trying to
force their decision."
RULES ON TAKE-OVER BIDS
In 2013, when HudBay Minerals Inc. made
an unsolicited take-over off er for Augusta
Resource Corp., the BC Securities Com-
mission ruled that the bid could stay open
for 156 days — well past the usual 60 to 90
days, giving Augusta more time to fi nd a
white knight.
! e
CSA is now proposing a 120-day
period for all take-over bids. ! e new rules
will also require the bidder to buy 50 per
cent of the stock it doesn't already own
– currently, there's no "minimum tender
condition" – and, once that threshold is
reached, to extend its bid for at least 10 days
to allow other stockholders to tender their
shares as well.
! e proposed rules would "re-balance
the dynamics between hostile bidders and
target boards," says Lloyd. "Shareholder
rights plans will con-
tinue to be relevant
but only to prevent
'creeping take-overs'
by way of transac-
tions exempt from
the formal take-over
bid rules."
! ese rules would
be positive for share-
holders, says Cham-
berland. "! ere's less
coercion. ! ey can
take their time to re-
view the bid and not
be afraid [as previous-
ly] that if a suffi cient
number of sharehold-
ers tendered … you'd be le on the sidelines
holding a less liquid stock."
For bidders, however, the new rules will
mean more uncertainty and risk in attempt-
ing a hostile take-over. "! e longer open-bid
period will mean increased fi nancing costs
to the extent that you need to have fi nanc-
ing in place," says Chamberland. "You'll also
see an increase in the risk of competing bids
materializing, with potential impact on the
pricing of the deal."
! e arc of history continues to bend,
however gradually, toward corporate gover-
nance reform.
CORPORATE GOVERNANCE
|
17
"[THE CSA'S PROPOSED RULES
ON TAKE-OVER BIDS WOULD]
RE-BALANCE THE DYNAMICS
BETWEEN HOSTILE BIDDERS AND
TARGET BOARDS. SHAREHOLDER
RIGHTS PLANS WILL CONTINUE TO
BE RELEVANT BUT ONLY TO PREVENT
'CREEPING TAKE-OVERS' BY WAY OF
TRANSACTIONS EXEMPT FROM THE
FORMAL TAKE-OVER BID RULES."
– Jeff rey Lloyd, Blake, Cassels & Graydon LLP
