Category: Corporate / Commercial Page 3 of 5

By: Evaristus Oshionebo

PDF Version: Analytical Framework for Oppression Remedy under the Business Corporations Act

Case Commented On: Patel v Chief Medical Supplies Ltd, 2015 ABQB 694

In Patel v Chief Medical Supplies Ltd., 2015 ABQB 694, the Court of Queen’s Bench of Alberta was confronted with the issue of oppression of the interest of minority shareholders under the Business Corporations Act, RSA 2000, c B-9 [ABCA]. The judgment raises a number of important jurisprudential questions including the analytical framework for the oppression provision in section 242 of the ABCA and the scope of the remedy for oppression under the ABCA. In the ensuing discussion, this writer offers his opinion on these issues and posits that, in determining whether there is oppression in any given instance, Alberta courts ought to adopt the analytical framework enunciated by the Supreme Court of Canada (SCC) in BCE v 1976 Debentureholders [2008] 3 SCR 560 [BCE]. Doing so would enhance the development of the oppression remedy in Alberta.

“Do Corporations Cry Wolf? — Comparing What Companies Tell Regulators With What They Tell Investors”

By James Coleman

On April 6, 2015

In Corporate / Commercial, Energy, Securities

By: James Coleman

PDF Version: “Do Corporations Cry Wolf? — Comparing What Companies Tell Regulators With What They Tell Investors”

Corporations regularly complain that new regulations will harm their business and the broader economy. How seriously should we take those warnings? I’ve just posted a paper that presents a way of answering this perennial question.

It’s often said that corporations, “Cry Wolf,” falsely predicting that rules will be very costly. A prime example comes from 1970 when Ford’s President, Lee Iacocca warned that the U.S. Clean Air Act “could prevent continued production of automobiles” and was “a threat to the entire American economy and to every person in America.” So when industry says that new regulations such as the U.S. Environmental Protection Agency (EPA) Clean Power Plan or Alberta’s rules for cleaning up tailings ponds will be unworkable, some suggest that regulators should just ignore those warnings.

But the problem with crying wolf is that there are wolves. That is, false alarms are dangerous because they mean we won’t respond to true threats. And from time to time, regulations really are unworkable, and industry might be the first to recognize this, which is why regulators don’t just ignore industry warnings.

The Quiet Decline of Canada’s IPO Markets

By Bryce Tingle

On September 9, 2014

In Corporate / Commercial, Securities

By: Bryce Tingle

PDF Version: The Quiet Decline of Canada’s IPO Markets

The Toronto Stock Exchange’s parent company has been travelling the country raising the profile of its new venture, TSX Private Markets. At the same time, Canada’s securities commissions are engaged in the most comprehensive overhaul of the private placement regime in more than a decade. In Ontario, in particular, this would reverse the increasingly restrictive trends of previous reforms and liberalize its private capital markets.

This is a curious state of affairs. The TSX is chipping away at the incentives for a company to go public and the Ontario Securities Commission (OSC) is making it easier for companies to raise money outside of its regulatory “gold standard”: the public company prospectus system. What is going on?

The Expanding use of the Oppression Remedy may give legal teeth to Corporate Social Responsibility

By Jeff Bone

On March 8, 2013

In Corporate / Commercial

PDF version: The Expanding use of the Oppression Remedy may give legal teeth to Corporate Social Responsibility

Case considered: Wrzesien v Arnett & Burgess Pipeliners Ltd, 2013 ABQB 59.

The oppression remedy is a statutory right available under section 242 of the Alberta Business Corporation Act, RSA 2000, c B-9 [ABCA] and other corporate statutes in Canada. The remedy is a powerful tool for correcting prejudicial, unfair and oppressive conduct. It is available to shareholders, directors and officers who have been oppressed or unreasonably prejudiced through corporate conduct. Under the legislation a creditor may utilize the oppression remedy only if the court exercises its discretion to find that the creditor is a ‘proper person’ to make an application under the oppression remedy (ABCA, s 239).

Empty Voting

By Bryce Tingle

On November 5, 2012

In Corporate / Commercial

PDF version: Empty Voting

Cases Considered: TELUS Corporation v Mason Capital Management LLC, 2012 BCCA 403 and Mason Capital Management LLC v TELUS Corporation, 2012 BCSC 1582

The most talked about Canadian corporate legal decision this year has been a British Columbia Supreme Court judgment in relation to TELUS’ attempt to convert a class of non-voting shares into voting shares. It was not even the ruling that had everyone talking, but several paragraphs of obiter near the end of the decision. The obiter concerned the phenomenon of “empty voting” and it was deemed sufficiently newsworthy to be reported in the national newspapers and discussed in legal blogs and articles on both sides of the border.