“Drew Hasselback: Are private placements the new poison pills?” by Drew Hasselback, Financial Post Financial Post quotes Toronto corporate lawyer Daniel Batista in an article about the BC and Ontario Securities commissions’ hearings on Hecla Mining Company’s unsolicited bid for Dolly Varden Silver Corporation. The regulators’ ruling will clarify whether target companies can use private placements as a defensive tactic.
Indeed, Daniel Batista, an M&A lawyer with Fasken Martineau DuMoulin LLP in Toronto, says he expects more target companies to consider private placements as a defensive tactic, so long as boards can demonstrate the share sale has a business purpose other than thwarting the unwanted bid.
“I think the regulators have clearly signaled that they are hesitant to use their public interest power to stop a private placement in this sort of context because they are concerned that they will be fettering the discretion of directors to act in accordance with their business judgment,” he said.