Canadian Securities Law : Canadian Securities Lawyer & Attorney : Stikeman Elliott Law Firm : Montreal, Ottawa, Calgary, Vancouver, Montreal, Toronto

Reprinted with permission from the 2007/2008 Lexpert®/CCCA Corporate Counsel Directory and Yearbook, 6th Edition. © Thomson Carswell.

Brian Pukier

The prevalence of hostile take-over bids and other forms of contested M&A transactions continued a theme in the Canadian M&A markets in 2006 and the first part of 2007. The number and profile of these types of transactions have continued to grow. despite the record number of transactions in the previous year.

Some of the more notable transactions include Alcoa Inc.'s hostile bid for Alcan Inc. and Saskatchewan Wheat Pool's bid for Agricore United (which was then topped by James Richardson International Limited, and then amended again once Saskatchewan Wheat Pool entered into an arrangement with James Richardson International to split up certain of Agricore United's assets). Other recent transactions include Harbinger Capital Partner's successful bid for Calpine Power Income Fund, Genzyme Corporation's successful bid for AnorMED Inc. and Avion Group hf's successful bid for Atlas Cold Storage Income Fund.

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Daniella Laise and Jennifer Northcote

This is a reminder that the deadline for compliance with the first phase of National Instrument 24-101 - Institutional Trade Matching and Settlement (NI 24-101) is just around the corner, with certain provisions of the instrument coming into force on October 1, 2007.

 

NI 24-101 requires that all participants involved in institutional trades (which includes investment advisers, investment dealers and custodians) make changes to their trade order management systems and operational processes to meet the timing and performance objectives set out in NI 24-101 to achieve trade-matching by the end of business on trade date (T).

NI 24-101 adopts a phased-in approach, setting out progressive trade-matching milestones, with the expectation that matching institutional trades by the end of T will be achieved by July 1, 2008.

As part of the initial phase-in of NI 24-101, compliance with the following is required by no later than October 1, 2007:

• Trade-matching parties are to adopt and enforce policies and procedures designed to achieve matching as soon as practical after an institutional trade is executed;
• Registered dealers and advisers will be prohibited from accepting or giving orders to execute DAP or RAP on behalf of an institutional investor unless each trade-matching party has either entered into a trade-matching agreement or provided a trade-matching statement containing assurances that they have established and enforce policies and procedures to meet the requirements of NI 24-101;
• Exception reporting requirements are triggered if less than 80% of institutional trades are matched by noon on T + 1.

For additional information and compliance deadlines, please see this update.

See also CSA Staff Notice 24-305 issued December 14, 2007 for answers to frequently asked questions on NI 24-101.
 

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