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acquiror adviser in Ontario agreement amendments application approval bidder board of directors business judgment rule By-laws and Regulations Canadian Securities Commission capital markets cash civil liability corporation decision Delaware Supreme Court derivative action discussed effect exemption federal fiduciary duties filed international adviser Investment Dealers Association investors issue issuer jurisdiction Lac Board Lac Rights Plan merger misrepresentation mutual fund offer officers Ontario Act Ontario Securities Commission oppression remedy option participants parties penny stock person or company pill plaintiff poison pill Policy proposal prospectus provinces public interest purchase pursuant Quebec reasonable Regal registration regulatory requirements respect responsible result Revlon Royal Oak Securities Act securities regulation self-regulatory organization seller staff statement Stock Exchange stockholders sub-adviser take-over bid target target corporation Technicolor Toronto Toronto Stock Exchange transaction underwriters Unocal Viacom