K. Montpetit

A corporation applied under s. 182 of the Business Corporations Act for approval of a plan of arrangement reorganizing its structure into a publicly traded real estate investment trust (REIT).

The arrangement involved shareholders exchanging their shares for securities of a limited partnership and REIT rather than securities of another body corporate.

The court considered whether such an exchange fell within the statutory definition of an "arrangement" and applied the fairness and reasonableness framework from BCE Inc. v. 1976 Debentureholders.

The court held that the arrangement provisions should be interpreted broadly and that the exchange of securities as part of the broader corporate reorganization satisfied s. 182.

The plan of arrangement was approved as fair and reasonable.

In CCAA proceedings involving several related aerospace entities, the court considered a motion by the court-appointed monitor seeking approval of an adjudication process and determinations regarding claims asserted against a directors’ and officers’ charge.

The Ministry of the Environment filed claims for environmental remediation costs arising from pre‑filing contamination and anticipated a future director’s order against former directors and officers.

A law firm representing certain directors and officers also filed contingent contribution and indemnity claims.

The court held that the environmental claims and related indemnity claims did not constitute liabilities incurred by directors and officers after the commencement of the CCAA proceedings within the meaning of s. 11.51 of the Companies’ Creditors Arrangement Act.

Allowing such claims to access the directors’ charge would improperly alter creditor priorities and indirectly elevate unsecured environmental claims over a secured lender.

Following a receivership motion concerning access to business records, the court addressed costs.

The moving party had substantially succeeded in enforcing provisions of an Appointment Order requiring delivery and access to records, including a valuation model and database used in the debtor’s business.

The court held that disputes regarding ownership of those materials were irrelevant to whether they constituted “Records” under the Appointment Order.

The responding corporate entity and an individual who hindered the receiver’s access were held jointly and severally liable for partial indemnity costs.

Costs of $10,682.81 were awarded to the party funding the receivership.