Jason M. Squire

The Applicants, ICP and JCP, each sought the appointment of an arbitrator under the Arbitrations Act, 1991, for disputes arising from a share offer and acceptance.

The court addressed whether the arbitrations should be consolidated, the appropriate size of the arbitration panel (single vs. three arbitrators), and the composition of the panel, including issues of res judicata regarding a prior ruling on panel size and reasonable apprehension of bias concerning a nominated arbitrator.

The court determined that separate arbitrations were required for QSA and PSA disputes, that a three-member panel was intended by the QSA, and appointed Mr. Ferrier and Mr. Scott to the QSA panel, rejecting Mr. Cunningham due to apprehension of bias.

The plaintiff, New York Stock Exchange, LLC (NYSE), brought a motion to compel discovery answers and production, while the defendants moved to strike NYSE's notice of examination for a corporate representative and substitute another.

The court dismissed the defendants' motion, affirming NYSE's prima facie right to choose its deponent, Olga Sementchoukova, given her knowledge of the financial transactions at issue.

The court largely granted NYSE's motion to compel, finding that the defendants had waived solicitor-client privilege by pleading reliance on legal advice from Stikeman Elliot LLP to rebut allegations of fraudulent conveyance and bad faith.

The court ordered production of related legal advice documents and answers to several financial discovery questions, while dismissing others.

The applicant, Amarna Associates Inc., sought a declaration that it had validly exercised its right of dissent as a shareholder of Partners Value Investments Inc. (PVI) in connection with a plan of arrangement.

PVI contended that only shareholders registered as of the record date for voting were entitled to exercise dissent rights.

The court found that the Interim Order and the Plan, which incorporated section 185 of the Business Corporations Act (Ontario) with modifications, did not impose a record date requirement for dissent rights.

The court emphasized that the plain meaning of "registered holder" referred to registration at the time of exercising dissent rights, and PVI's own circular supported re-registration after the record date for this purpose.

The application was granted, confirming Amarna's valid exercise of dissent rights, and costs were awarded to Amarna on a partial indemnity basis.