Chapter 5: Fundamental Transactions and Takeover Regulations
Part D: Duties and conduct of offeree and directors

R109: Requisite knowledge of independent board members

Each member of an independent board and, where applicable, an independent board of an offeror, must:
  • (a) take all reasonable steps to receive all necessary information to reach a fully informed opinion concerning an offer and prepare it for relevant securities holders;
    • (b) meet with any appointed adviser to be briefed on all details of the offer, including the offer mechanism, terms, conditions and other relevant information;
      • (c) while respecting regulatory timetables, allow sufficient time to discharge all duties and responsibilities, and resist haste and pressured time deadlines; and
        • (d) become properly informed of the offeree regulated company's value per security or, where applicable, the offeror company's value per relevant security.

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