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.
