When to disclose merger talks

The OSC's AiT proceeding could start a trend towards earlier public disclosure.

Jeffrey Singer

Recent actions by the Ontario Securities Commission (OSC) in connection with the acquisition of AiT Advanced Information Technologies by 3M Canada may lead to tighter Canadian public M&A disclosure standards. The unexpected proceedings targeted AiT and two of its directors (its President/CEO and its legal counsel) over their alleged failure to make timely disclosure of the proposed transaction. The company and one of these directors have settled with the OSC, but the second director (the company's legal counsel) has chosen to defend her actions at a hearing.

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CSA introduces regime to speed up institutional trade matching

NI 24-101 IMPORTANT DATES

  • Trade-matching agreements or written statements are to be in place by October 1, 2007.
  • Progressive trade-matching milestones begin on October 1, 2007, when 80 % of institutional trades must be matched by noon on T+1.
  • By January 1, 2010, 95% of all trades must be matched on T.

National Instrument 24-101 - Institutional trade matching and settlement (Instrument), which came into force on April 1, 2007, represents the first step in an initiative to implement straight-through processing (STP) for institutional trades. The new regime will require all participants in institutional trades (which includes investment advisers, investment dealers and custodians) to make changes to their trade order management systems and operational processes to meet the timing and performance objectives set out in the Instrument to achieve trade matching by the end of business on trade date (T).

In establishing a framework for achieving STP, the Instrument introduces a timeframe under which all details for the accurate clearing and settlement of an institutional trade must be agreed, confirmed and verified by and between the adviser, dealer and custodian ("matching"). All participants in institutional trades will be required to adopt policies and procedures on how they propose to meet the prescribed progressive trade-matching milestones and deadlines, and the Instrument also requires exception reporting for registrants who fail to meet prescribed trade-matching rate targets within specified periods (with the target being a 95% matching rate on T by January 1, 2010).

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