Canadian securities regulators publish guidance on conflict of interest transactions

CSA Securities

Toronto – The securities regulatory authorities in Ontario, Québec, Alberta, Manitoba and New Brunswick (the participating jurisdictions) today published CSA Multilateral Staff Notice 61-302 Staff Review and Commentary on Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

The notice outlines the approach used to review material conflict of interest transactions, including insider bids, issuer bids, business combinations and related party transactions that give rise to concerns regarding the protection of minority security holders. The notice also advises market participants of the participating jurisdictions' views on special committees of independent directors and enhanced disclosure requirements.

"Our regulatory framework for conflict of interest transactions is designed to protect minority security holders when a related party of the issuer, who may have superior access to information or significant influence, is involved in such a transaction," said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers.

The notice describes how staff review conflict of interest transactions to assess compliance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), including the timing and scope of such reviews, the information-gathering process and potential remedies in the event of non-compliance.

The notice also contains a discussion of staff's views on special committees of independent directors and enhanced disclosure requirements based on the requirements of MI 61-101 and associated guidance, decisions of securities regulatory authorities, and issues identified in reviews of material conflict of interest transactions. The discussion addresses the role, composition and mandate of special committees, and disclosure regarding the background, approval process and fairness opinions for conflict of interest transactions.

The notice can be found on the websites of the participating jurisdictions.

The CSA, the council of the securities regulators of Canada's provinces and territories, co-ordinates and harmonizes regulation for the Canadian capital markets.

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For more information:

CSA member name Point of contact Phone number

Autorité des marchés financiers 

Sylvain Théberge



Alberta Securities Commission

Hilary McMeekin


British Columbia Securities Commission

Alison Walker 


Nunavut Securities Office

Jeff Mason


Office of the Yukon Superintendent of Securities

Rhonda Horte


Office of the Superintendent of Securities, Northwest Territories

Tom Hall


Financial and Consumer Services Commission, New Brunswick

Andrew Nicholson


Ontario Securities Commission

Kristen Rose


Manitoba Securities Commission

Jason (Jay) Booth


Financial and Consumer Affairs Authority of Saskatchewan

Shannon McMillan


Nova Scotia Securities Commission

David C. Harrison


Government of Prince Edward Island, Superintendent of Securities

Steve Dowling


Office of the Superintendent of Securities Newfoundland and Labrador

John O'Brien