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eBook details

• Title: Lock-Ups, Squeeze-Outs, And Canadian Takeover Bid Law: A Curious Interplay of Public and Private Interests.
• Author : McGill Law Journal
• Release Date : January 22, 2006
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 307 KB

Description

Securities law permits takeover bidders to enter into prebid lock-up agreements with major target shareholders. Lock-up agreements may have a stifling effect on takeover auctions, but allowing them is thought to entice more bidders to make offers in the first place. Locked-up shares may then be counted in the minority approval vote needed to authorize a subsequent going-private transaction. In effect, these transactions override dissenting shareholders' property rights in the broader public interest of facilitating takeover bids. Examining the decisions in BNY Capital Corp. v. Katotakis, the author considers the interplay between the current securities law practice and the effect of rights of first offer and first refusal in shareholder agreements, which can functionally resemble lock-up agreements. After canvassing the nature of such rights and the general regulatory framework governing takeover bids and going-private transactions, the author considers the Katotakis decisions by the Ontario Securities Commission and in the courts. These decisions provide rare insights into an area that has largely been unexplored by Canadian courts.

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