This month, we spotlight Jason Koskela, Vice President, Mergers and Acquisitions, Corporate Finance. The Department of Mergers and Acquisitions (DM&A) is a specialized group that oversees how securities law and policy apply to change of control transactions in Ontario’s capital markets. Through real-time oversight, policy development and active stakeholder engagement, the team plays a central role in supporting investor protection, and market confidence.
“Robust oversight of change-of-control transactions is a critical part of delivering on the OSC’s mandate,” said Jason. “Through transaction reviews, complaint assessments and ongoing dialogue with market participants, we help ensure outcomes that are fair, transparent and aligned with the public interest.”
M&A transactions are often complex and fast-moving, requiring timely and practical regulatory oversight. The team takes a proactive approach: it screens key disclosure documents shortly after filing and identifies issues promptly to help market participants navigate regulatory requirements without unnecessary disruption. Staff typically engage with issuers and counsel within 5 business days when policy concerns arise. Issues are assessed directly and candidly, and staff work constructively with market participants to resolve concerns in a manner that promotes transparency and consistency.
Investor protection is central to the team’s work, particularly in transactions involving conflicts of interest. The OSC’s expectations for these transactions are outlined on its conflict of interest transactions page. “Canada’s regime is unique in the world and provides strong protections for investors, where conflicts exist,” said Jason. “We expect meaningful disclosure about a board of directors’ process when considering a conflicted transaction so that minority shareholders can make fully informed voting decisions.”
Collaboration with other regulators is also key, especially as cross-border activity increases. Jason has served for more than 10 years as Chair of the Canadian Securities Administrators’ Take-Over Bid Committee, a national forum for sharing insights on complex transactions.
The team works with international regulators, including the U.S. Securities and Exchange Commission, and participates in global forums on take-over bid regulation. Jason co-chaired an international take-over regulation conference in Toronto that brought together more than 30 regulators and was attended by hundreds of practitioners.
His team’s engagement with market participants is rooted in transparency and accessibility. Staff actively respond to questions on M&A-related legal issues and publish materials to supplement existing rules and guidance. This includes staff notices, contributions to the Corporate Finance Annual Report and policy forum materials developed with the Capital Markets Tribunal. The team also publishes commentary on shareholder activism and M&A law to support understanding of staff perspectives and best practices.
Looking ahead, Jason noted that going-private transactions remain a key focus, along with emerging issues related to shareholder activism and proxy contests.
At its core, the DM&A is made up of pragmatic, highly specialized lawyers with deep expertise in securities law and a strong appreciation for the high-stakes nature of M&A transactions. “The regulatory policy issues that arise in M&A transactions involve nuanced facts and competing interests. Effective oversight of M&A starts with our expert staff, whose initiative and judgement help us uphold investor protections without undue interference in transactions,” said Jason.
For more information about the OSC’s M&A work, please visit the
OSC website.
In each OSC Guide, we shine a spotlight on the leaders and teams that you can expect to interact with at the OSC. Stay tuned to meet more of the OSC team next month!
