A legislative committee’s review of the proposed merger between the London Stock Exchange PLC and TMX Group Inc. was a strange exercise that leaves the Ontario Securities Commission in an even stranger position. The committee needn’t have bothered.
The proposed merger got its first public scrutiny from the all-party committee in Ontario, which published its report in late April. The report is strange for a couple of reasons. First, it’s not unanimous. The nine-member committee produced a majority supporting opinion and a dissent by the one New Democratic Party member, Gilles Bisson. While effectively supporting the merger, the committee’s report also recommends changes — primarily to ensure greater Canadian representation in the combined company and ongoing regulatory oversight by Canadian authorities.
Second, the committee has no power to enforce its recommendations. Instead, it hopes that the exchanges will take them into account before formally seeking regulatory approval, and that regulators and Canada’s federal government will consider them as part of their own reviews.
Perhaps it’s good that the recommendations aren’t enforceable, as some are odd. For example, the report says it’s “essential” that the exchanges provide undertakings to ensure that TMX remains the global leader in equity financing for the mining sector, and that these pledges should be monitored and enforced by the OSC. But world leadership in mining finance is decided in the competitive global market for listings, and the LSE/TMX can’t guarantee success in any business venture.
While Ottawa can easily ignore the committee’s findings, the OSC takes its marching orders from the province. The regulator now has to carry out its own review with the views of the legislature in hand. Can the OSC ignore those views, or will it feel compelled to incorporate the committee’s recommendations into its review and impose conditions on the deal whether it thinks they have genuine merit or not?
The committee’s report doesn’t do much to inform those deliberations. It just creates an awkward context for the regulator’s own review. The committee should have saved its collective breath.
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