Kara L. Beitel

During a Commercial List case conference in a complex multi‑party commercial dispute, the court addressed ongoing discovery and production issues among numerous defendants and third parties.

The court directed timelines for outstanding undertakings and warned that unresolved production disputes would require formal motions before a Master.

The court emphasized counsel’s obligation to cooperate in resolving discovery issues and indicated that failure to do so could result in elevated or full indemnity costs.

Additional guidance was provided regarding potential motions for non‑party examinations and production of partnership financial statements.

The court scheduled a further case conference and noted that the matter would not proceed to trial as early as previously anticipated due to outstanding discovery issues.

The applicant corporation sought an interim order under the Canada Business Corporations Act authorizing the calling of a shareholder meeting to consider a proposed arrangement whereby another corporation would acquire all issued and outstanding shares.

The court reviewed the limited function of interim orders in arrangement proceedings, emphasizing that the court’s role is to ensure shareholders receive proper notice and adequate information, not to approve the circular or conduct a detailed review of meeting materials.

The court also addressed concerns raised in prior jurisprudence regarding quorum requirements and the evidentiary role of fairness opinions.

It concluded that quorum size should not affect the fairness analysis if corporate by-laws are followed, and that fairness opinions serve a commercial purpose rather than functioning as litigation expert reports.

The interim order was granted with a minor procedural modification to the notice of appearance timeline.

Parrish & Heimbecker, Limited (P&H) and Thirdcoast Limited filed cross-applications before the Ontario Securities Commission regarding P&H's take-over bid for Thirdcoast.

P&H sought to cease trade Thirdcoast's shareholder rights plan (poison pill), while Thirdcoast sought to cease trade shares subject to lock-up agreements entered into by P&H, alleging the bid was coercive and offered collateral benefits.

The Commission found the bid was not coercive and no prohibited collateral understanding existed.

The Commission granted P&H's application, permanently cease trading the rights plan, as it had served its purpose and no competing bid had emerged, and dismissed Thirdcoast's application.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and Research In Motion Limited (RIM) and several of its directors and officers regarding the improper backdating and repricing of stock options over a ten-year period.

The misconduct resulted in an undisclosed benefit of approximately $66 million and misleading public disclosure.

The Commission approved the settlement agreement, finding it to be in the public interest.

The settlement included substantial financial contributions to RIM, administrative penalties totaling $8 million, costs of $1.05 million, reprimands, and various prohibitions and educational requirements for the individual respondents.