Elder Carvalho Marques

In ongoing proceedings under the Companies’ Creditors Arrangement Act, the applicants sought approval of an Employee Hardship Application Process and an extension of the stay of proceedings.

The requested hardship process was unopposed and approved.

Certain noteholders sought conditions requiring enhanced reporting and procedural safeguards in relation to the claims process and employee claims.

The court held that the statutory test under s. 11(6) of the CCAA was satisfied because the circumstances warranted the extension and the applicants had acted in good faith and with due diligence.

The stay extension was granted, while proposed procedural changes to the claims process were found more appropriately addressed through a motion to vary existing orders.

A shareholder holding more than 5% of a corporation’s voting shares requisitioned a special meeting under the Canada Business Corporations Act seeking to replace the entire board of directors.

The board scheduled the requisitioned meeting to occur together with the corporation’s annual general meeting approximately 155 days after the requisition was delivered.

The applicant sought a court order under s. 144 of the CBCA requiring the meeting to occur sooner, arguing the delay was unreasonable and intended to frustrate shareholder rights.

The court held that the timing of the meeting fell within the board’s reasonable business judgment, noting legitimate concerns about costs, management resources, shareholder participation, and the desirability of combining the special meeting with the AGM.

Finding no improper purpose and no demonstrated prejudice to the shareholder, the court declined to interfere with the board’s decision.

A shareholder applied under the Canada Business Corporations Act for orders directing the calling of a shareholder meeting, compelling corporate compliance with statutory disclosure and governance obligations, and restraining the remaining directors from transacting business.

The respondent corporation’s board had lost quorum, lacked resident Canadian directors, failed to hold required shareholder meetings, and had defaulted on continuous disclosure obligations under securities legislation.

The court found that extraordinary circumstances justified judicial intervention under s. 144 of the CBCA to call and supervise a shareholder meeting.

Compliance orders were also granted under s. 247 of the CBCA, and restrictions imposed on the remaining directors’ powers due to the absence of board quorum.

To preserve the company’s affairs pending the shareholder meeting, the court directed that a temporary receiver and manager be appointed.