RE:RE:RE:Privatization Fish... further to your question, this is what I found with a quick search of Canadian Securities law firms:
From: https://marcomm.mccarthy.ca/pubs/Going_Private_Transaction_in_CanadaMay2009_.pdf
...Majority of the Minority In addition to obtaining two-thirds approval of holders of each class of shares in the target company as required by applicable corporate law, Multilateral Instrument 61-101 requires that any business combination (other than in circumstances which do not involve related parties) must also be approved by a majority of the minority shareholders present in person or by proxy at the applicable meeting. The minority is determined by excluding any shares of the applicable class held by the target company, any related party to the target company being treated differently, the bidder and any joint actors.
...Formal Valuations / Fairness Opinions A formal valuation is a report prepared by a qualified and independent valuator that sets out an opinion as to the value or range of values of securities based on recognized valuation techniques. A formal valuation will generally be required in the context of a going private transaction where the acquiror is an insider or person acting jointly or in concert with an insider of the target company. The theory is that if insiders are on the acquiror’s side and are involved in pricing the transaction, shareholders should have the benefit of an independent valuation.
...Corporate Governance Special Committees In negotiating a going private transaction involving a related party (which will be the case in most instances if management or others related to the target company are to remain involved) it is good practice (and mandatory for an insider bid where a valuation is required) to establish a special committee of independent directors to safeguard against any real or potential conflict of interest or information advantage or other situation that may be perceived to be unfair. The special committee should consist of only directors who are independent from any related party to the transaction. A special committee will typically review any offer received from bidders and consider and make recommendations in the context of maximizing shareholder value. Generally, the mandate of the special committee does not include entering into a definitive agreement to give effect to a going private transaction. This is the responsibility of the broader board of directors. Rather, the special committee’s role is to supervise the process of considering alternatives, supervise the preparation of any formal valuation and making recommendations to the full board of directors. The Role of Directors In considering a going private transaction each director must keep in mind his or her duties to act honestly and in good faith with a view to the best interests of the target company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors of the target company will need to assess whether the going private transaction is desirable or fair and in the best interests of the target company taking into account the interest of all stakeholders. In making this determination the directors should be assessing all of the material factors which they consider relevant. This will involve the considerations and conclusions reached by any special committee as well as any analysis provided by third parties engaged to assist the directors and the special committee in their deliberations such as a fairness opinion provided by an investment banking advisor and any valuation. When a board of directors or special committee, as applicable, reaches a decision on a going private transaction, courts will generally respect its business judgment and not second guess its decision which, even with the benefit of hindsight, might not appear to be the best decision. A caveat to this is that directors in making their decision should do so after having carefully considered the advantages and disadvantages of the transaction and any available alternatives and avoid conflict of interests.
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Notgnu wrote: Further, someone much more knowlegable than I can comment but I think (someone once mentioned this) that they open themselves up to a bid from outside if they try to do a take-over? Not sure... but if that is the case then there is no way they would want to lose the baby in an attempt to gulp back the bath water.
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Notgnu wrote: Fish... It is a good point and it is the largest risk here in my opinion. I think everything else will definately resolve well. The mining issues are minor.
I see it this way: I will get paid in that case but I will be super smith and wesson pissed. The gambit is that the Oligarch and friends have a greedy man's share already and need to consider the value of Bend-F'ing Blackrock and some others and the danger of having Mike throw a massive hissy-fit-monkey-wrench into the gears if his big pay day gets skunked.
It's ALL about alignment of incentives IMO... thus I take your point most seriously.
I think the greed has already been mostly monetized and am just hoping to be a small enough azz-fly to ride in on the coat tails of the big shiite monsters without being too much of an irritant... one that is not worth shaking or swatting off.
Cheers,
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fishmillion wrote: Snots.... in all seriousness...whats your odds on a pala bid to take ncu private?... my guess is once the heavy lifting is done... they just need 20% of the outstanding pool.... 0.25 would get it done. ...?. Disclosure... .. i only have a pile of the A left... hoping to make 30- 50 k then dump....