INSIDER REPORTING – Acquisition of more than 10% of voting securities of a public company, including securities issuable on the exercise of conversion or purchase rights or obligations, within 60 days, requires purchaser to file an initial insider report within 10 days. – Insider report must disclose > ownership of voting securities; > agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the purchaser’s economic interest in a security of the company or economic exposure to the company (a related financial instrument); and > material terms of any agreement, arrangement or understanding that, directly or indirectly, alters the purchaser’s economic exposure to the company and involves a security of the company or a related financial instrument. – An insider must report within five days any change in ownership of securities of the company or a related financial instrument, or any material amendment or termination of an agreement, arrangement or understanding required to be disclosed. – Directors, CEO, CFO and COO and certain other insiders of the purchaser also become reporting insiders of the company and must file insider reports. – Directors, CEO, CFO and COO must include in the initial insider report transactions that occurred during the prior six-month period in which they held such positions. – Exemption available for directors and officers of the purchaser who do not, in the ordinary course, receive or have access to information about material facts and material changes of the company and are not otherwise insiders.
14
Canadian Mergers & Acquisitions
Powered by FlippingBook