Acted for a mining company headquartered in the United States offering to acquire all of the outstanding common shares of a junior mining corporation headquartered in British Columbia in proceedings before the Ontario Securities Commission and the British Columbia Securities Commission. The joint reasons of the Ontario Securities Commission and British Columbia Securities Commission represent the first consideration by Canadian securities regulators of defensive tactics in the context of the new Canadian take-over bid regime in adopted in May 2016. A detailed review of the decision is available here.
Acted for a dissident shareholder in successfully appealing an application for approval of a plan of arrangement, effectively blocking a proposed US$2.3 billion acquisition of an oil and gas company. The Yukon Court of Appeal reversed the lower court decision and dismissed the application for approval of the arrangement on the basis that it had not been established to be fair and reasonable. A detailed review of the appeal is available here.
Acted for a TSX-listed mining company in proxy fight related court proceedings that dismissed a dissidents’ motion for relief in connection with a requisitioned shareholders meeting, including the appointment of an independent chair. The court confirmed the high standard that dissidents will have to meet before a court will take the extraordinary step of interfering in advance of a shareholders meeting.
Acted for the “white knight” bidder in a B.C. Securities Commission proceeding that considered whether a shareholders rights plan will be cease traded and whether a break fee is an improper defensive tactic in the context of a hostile take-over bid.
Acted for a mining company in proxy-fight related court proceedings that considered whether a breach of a confidentiality agreement will disentitle a shareholder from voting and under what circumstances a meeting protocol and independent chairperson will be imposed.
Acted for an oil & gas exploration company in the first Canadian decision to consider an investment bank’s liability following a failed bought deal. Obtained judgment of $16M following a trial that considered the binding nature of a bought deal letter, whether external market factors constituted a material adverse change- or disaster-out, and the scope of the indemnity.
Defended a mutual fund dealer in a complex class action proceeding relating to market timing allegations following the mutual fund dealer’s settlement with the OSC. Successfully resisted certification of the action in Superior Court and obtained approval of a class action settlement prior to reversal of this decision by the Divisional Court and the Court of Appeal.
Acted for a significant mining company in OSC proceedings that prompted the TSX to introduce a “bright line” test requiring a listed company to obtain shareholder approval when issuing more than 25% of its shares (on a non-diluted basis) in connection with the acquisition of a public company.
Acted for a REIT in the successful defence of OSC and court proceedings brought by its largest unitholder which sought to overturn the TSX’s conditional approval of a $14,000,000 private placement. The OSC confirmed that a high standard applies for reviewing a TSX decision.
Acted for a major Canadian mining producer in the successful defence of high stakes court proceedings brought by a shareholder seeking to force a shareholders vote to approve a significant transaction entered into by the board of directors. The claim also asserted oppressive conduct by the board of directors, which was also rejected by the court.
Acted for a mining company in court proceeding which confirmed the requirements of a valid shareholders requisition in respect of a meeting to elect a Board of Directors proposed by the requisitioning shareholders.