1. INDEPENDENT LEGAL COUNSEL By retaining independent legal counsel rather than relying on the target’s regular counsel, a special committee can better insulate itself from allegations of conflict and undue influence (including the influence of any controlling shareholder). 2. ENGAGE A FINANCIAL ADVISER EARLY Engaging a financial adviser as early as possible in the process – particularly prior to detailed price discussions – ensures that a special committee has credible, independent advice on value to inform its negotiation stance. 3. SPECIAL COMMITTEE OVERSIGHT Consistent with guidance in SN 61-302, a special committee should ensure that it is directly overseeing
negotiations with the purchaser rather than simply delegating negotiations to an officer (particularly if that officer is a fiduciary of parties on both sides of the negotiations). 4. ENHANCED DISCLOSURE Disclosure in the transaction circular should be sufficient to demonstrate that the target and its board have good insight into fair market value (particularly in the absence of an auction or robust market check) and to meaningfully articulate the board’s preference for a chosen buyer, and should also adequately describe the details of any third party offers and other material “background.” The court’s order approving the fairness and reasonableness of the arrangement is available at Altius Renewable Royalties Corp (Re) .
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Governance Insights 2025
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