Independent advice should be obtained as to whether or not the offer is in the interests of the shareholders.

A board which receives an offer, or is approached with a view to an offer being made, should, in the interests of shareholders, appoint a professional independent adviser to advise the board as to whether the offer is, or is not, fair and reasonable. Such advice, including reasons, should be obtained in writing and such written advice should be made known to shareholders by including it in the offeree board circular along with the recommendation of the offeree company's board regarding acceptance of the offer.

If any of the directors of an offeree company is faced with a conflict of interest, the offeree company's board should be notified of his/their interest and shall not vote on the resolution to be adopted in regards of the offer, and if possible, establish an independent committee of the board to discharge the board's responsibilities in relation to the offer. The board must announce the appointment of the independent adviser in the initial announcement of the offer or possible offer, or as soon thereafter as the appointment is made.