Confronting the road next taken – Listed Magazine

Oct 18, 2016

In a recent article in Listed Magazine, journalist Paul Brent examines the strategic review process and consults industry experts about what companies must do – and must avoid – to “get it right.” Brent cites several examples of public companies that are either currently undergoing a strategic review – including Northland Power Inc., SunOpta Inc. and Ivanhoe Mines Ltd. – or have completed one in the past year—such as Dominion Diamond Corp. – and discusses what role board members, outside advisers and legal counsel play in the process. In the article, Brent seeks input from Robert Yalden, Osler partner and co-chair of the firm’s Mergers & Acquisitions practice. Robert explains how outside counsel can assist:

“They [a company’s CEO] want their board members to be sensitized to what they could go through potentially and so they ask external counsel to come in and do a kind of board preparedness session with board members to explain to them how things could unfold if someone were to approach them … [ensuring they] don’t inadvertently go on the record with comments that may come back to haunt the board.”

Robert also provides insight on the role of outside counsel in creating minutes of board or special committee meetings and ensuring that any arrangements with board are “properly constructed.” Further, he adds, “Financial advisers at times look for the flexibility to act on different aspects and sides of a deal, and it is very important that counsel be there to advise a board that they don’t get into an awkward situation where an adviser is seeking the ability to play different sides.”

Read Paul Brent’s entire article “Confronting the road next taken” in the October 11, 2016 issue of Listed Magazine.