No Representation without Valuation: Bidder and Target Directors' Duties under Canada's New Take-over Bid Regime: Re Hecla Mining Company
Bibliographic record
Abstract
Canada’s takeover bid regime was fundamentally changed in May 2016, when National Instrument 62-104 came into force. Corporate and securities lawyers have debated how the new rules might affect the conduct of hostile takeover bids and the use of defensive tactics by companies that are the targets of such bids. In October 2016, the Ontario Securities Commission (OSC) and the British Columbia Securities Commission (BCSC) provided a partial answer in Re Hecla Mining Co., the first hostile takeover bid decision rendered under the new takeover bid regime. This decision is important not only for the light it sheds on Canada’s new takeover bid requirements, but also because of its important consideration of the relationship between securities law and the corporate law business judgement rule. This case may set target boards’ minds at ease when attempting to raise capital, an especially important issue for junior mining companies which already face major challenges raising capital in today’s market. Both commissions agreed that a private placement of shares by Dolly Varden Silver Corporation (“Dolly Varden”) that had the effect of blocking a hostile takeover bid by Hecla Mining Company (“Hecla”) was permissible, given all the circumstances. The commissions were divided, however, on the question of whether Hecla, which was making an insider bid on somewhat unusual facts, should be required to obtain a formal valuation. This case comment provides a critical analysis of both commissions' decisions and what these may mean for future target and bidder director duties under the new takeover bid regime.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.006 | 0.014 |
| Meta-epidemiology (narrow) | 0.000 | 0.001 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.001 | 0.001 |
| Science and technology studies | 0.017 | 0.006 |
| Scholarly communication | 0.014 | 0.002 |
| Open science | 0.003 | 0.003 |
| Research integrity | 0.007 | 0.008 |
| Insufficient payload (model declined to judge) | 0.006 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".