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Hostile Takeovers and Corporate Purpose: The Role of Poison Pills in Ontario Securities Law

This paper examines the Ontario Securities Commission's regulation of poison pills as well as several proposals to reform the current regulatory regime. In particular, the paper argues that regulation and reforms should be viewed within the context of two fundamental, normative questions that underlie much of corporate law: what is the purpose of the corporation, and who should determine whether these goals are being met. After outlining several competing theories, the paper explains why a corporate model based on the shareholder-centric, wealth maximization theory is best suited for hostile takeover situations. Additionally, the paper argues that a structural bid reform that would require hostile bidders to include minimum tender conditions and additional opportunities for target company shareholders to tender following a successful bid would provide the best way to incorporate this corporate model into Ontario securities regulation.

Identiferoai:union.ndltd.org:TORONTO/oai:tspace.library.utoronto.ca:1807/42941
Date28 November 2013
CreatorsSnyder, Matthew
ContributorsAnand, Anita
Source SetsUniversity of Toronto
Languageen_ca
Detected LanguageEnglish
TypeThesis

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