06 May 2018

US Corporate Law News: Canadian Securities Administrators seek comments on soliciting dealer arrangements in corporate transactions and proxy contests


Flora Tsui
Associate | US

On April 12, 2018, the Canadian Securities Administrators (CSA) requested comments on soliciting dealer arrangements in corporate transactions and proxy contests. Soliciting dealer arrangements refer to agreements in which one or more registered investment dealers are compensated by successfully soliciting shareholders to tender their shares in a takeover bid, or to vote on the matter requiring shareholder approval. These arrangements are common for companies that are completing a rights offering or another corporate transaction that requires a requisite quorum to facilitate voting on issues affecting shareholders' rights. Because soliciting dealers have recently been employed to influence shareholders' votes, raising concerns as to the integrity of the tendering process, the CSA is seeking feedback on soliciting dealer arrangements to address potential conflicts of interest issues that arise during the solicitation process. The public consultation period ends on June 11, 2018. For more information, see http://www.osc.gov.on.ca/documents/en/Securities-Category6/csa_20180412_61-303_sn-rfc-soliciting-dealer-arrangements.pdf.

Flora Tsui Associate | New York