Understanding the application of OSC policy 9.1 during a takeover transaction

Legal aspects of ownership of publicly traded companies in Canada are explored, with particular emphasis on transactions involving 'related parties'. In this context, Policy 9.1 of the Ontario Securities Commission is examined. The policy seeks to enhance minority shareholder protection by providing for independent valuation, majority of minority approval, enhanced disclosure and review of substantial transactions by independent directors. This paper focuses on four types of transactions governed by Policy 9.1, i.e. insider bids, issuer bids, going private transactions, related party transactions and the recent proposed rule reformulation proposed by the Ontario Securities Commission (OSC)