4 total
Contractual full indemnity costs provision does not override court's discretion to fix fair and reasonable costs.
Following a successful application regarding a restructuring support agreement, the applicants sought full indemnity costs of approximately $1.18 million based on a contractual covenant.
The respondents argued for partial indemnity costs.
The court held that while the contractual provision for full indemnity was an important factor, it did not override the court's discretion to fix an amount that is fair and reasonable.
Finding the hours docketed by the applicants' counsel excessive for a one-issue case, the court awarded a global all-inclusive costs amount of $800,000.
Lenders have unilateral right to extend the Outside Date in restructuring support agreement.
The applicants sought a declaration regarding the interpretation of the 'Outside Date' in a restructuring support agreement.
The respondent, a cannabis company, argued that any extension of the Outside Date required its initiation or consent.
The court found that the plain and ordinary meaning of the agreement allowed the lenders to automatically extend the Outside Date upon their written consent, acting reasonably, without the need for the respondent's consent.
The court granted the declaration sought by the applicants.
Magna ordered to amend information circular to provide adequate disclosure for multiple voting share collapse.
Staff of the Ontario Securities Commission brought a hearing under section 127 of the Securities Act regarding Magna International Inc.'s proposed plan of arrangement to collapse its multiple voting share structure.
Staff alleged the management information circular lacked sufficient information and the transaction was contrary to the public interest.
The Commission found the proposed transaction was not abusive, but concluded the circular failed to provide shareholders with sufficient disclosure to make an informed decision, particularly given the lack of a board recommendation and the transaction's nature as a related party transaction.
The Commission ordered that the circular be amended to include specific material information, including financial analysis and alternatives considered by the special committee, before the shareholder vote could proceed.
Applications to vary management cease trade orders to permit a going private transaction denied.
The applicants sought to vary management cease trade orders (MCTOs) under section 144 of the Securities Act to permit trading in connection with a proposed going private transaction by Hollinger Inc. The Commission found that the applicants failed to demonstrate that varying the MCTOs would not be prejudicial to the public interest.
The Commission cited concerns regarding the lack of current audited financial statements, the adequacy of the independent valuation, the potential conflicts of interest in the proposed litigation trust, and evidence of undue influence exerted by related parties on the independent committee and valuator.
The applications were denied.
