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Sears Canada Decision by Ontario Securities Commission

August-15-2006

Area Corporate Finance and Securities

Summary


On August 8, 2006, the Ontario Securities Commission released its decision in the matter of Sears Canada Inc. et al. The OSC found that Sears Holdings Corporation, in its bid to buy out the minority shareholders of its subsidiary, Sears Canada Inc., violated applicable disclosure obligations, granted improper benefits to certain Sears Canada shareholders, and generally acted abusively and coercively in contravention of the public interest. The decision provides, in a period of greatly increased public M&A activity, detailed guidance as to the perspectives of the Commission on minority shareholder protections in the take-over bid context
and its preparedness to intervene.

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