(February 21) – “The hushed corridors of the Ontario Securities Commission’s offices may not seem akin to the blood- and tension-spattered atmosphere of a hospital’s intensive care unit, but OSC mergers and acquisition director Stan Magidson likes the analogy, writes Richard Blackwell in today’sGlobe and Mail.
“His group, which prides itself on making quick rulings on key issues that arise in corporate takeover battles, is not unlike an ICU, he suggests. ‘There is the need to be able to react quickly to emerging developments on transactions,’ he says. Workers in an ICU or an emergency room see needy patients rushing through the doors, and it’s like that in the M&A group since ‘people don’t come here with the easy issues,’ he says.
“Mr. Magidson is halfway through a two-year secondment from Bay Street law firm Osler, Hoskin & Harcourt to head up the M&A, takeover and issuer-bid group at the OSC. He was brought in to set up the team after OSC chairman David Brown decided the commission needed a separate unit to respond to both the high volume of mergers and acquisitions and the increased complexity of such transactions. Previously, the work was done by the general counsel’s office in the OSC.
“Mr. Magidson, 43, says he made the temporary move to the regulator because he liked the idea of doing some “public service” related to the part of his law practice he most enjoyed. He also wanted the chance to shape public policy in the area.
“The move didn’t come with the financial sacrifice some highly paid Bay Street players have had to make when they shift to public institutions — Mr. Magidson’s OSC salary is subsidized by his old law firm. And he says he’ll probably be more effective in his old job when he goes back. ‘I’ll be all the better in my practice for having so intensely lived and breathed M&A for two years up here,’ Mr. Magidson says, adding that a two-year stint at the OSC’s M&A group is equivalent to about 10 years of practice in the field. The goal of the M&A group, which consists of Mr. Magidson, two other lawyers and one support person, is to engage in what he calls “intelligent regulation” of mergers and acquisitions.
“‘We very much want to promote transactional efficiencies, while at the same time ensuring investor protection,’ he says. ‘I like to think we’re timely, responsive, yet aren’t fearful of confronting the tough issues.’ The group’s most obvious work is making key decisions on high-profile takeover deals. Last year, for example, when Onex Corp. was bidding to merge Air Canada with Canadian Airlines International Inc., Mr. Magidson’s team intervened to encourage Air Canada to be more forthcoming about the costs of getting out of some of its long-term contracts with international partners.
The M&A group also has an important function in setting policy at the OSC, he said. Currently it is examining takeover bid legislation — last updated in 1987.
But there are few big problems, Mr. Magidson says, and changes will mainly involve ‘tweaking our regime to make it even better.’